<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<S> <C> <C>
PAINE WEBBER GROUP INC. DELAWARE 13-2760086
PWG CAPITAL TRUST I DELAWARE 13-7099828
PWG CAPITAL TRUST II DELAWARE 13-7099829
PWG CAPITAL TRUST III DELAWARE 13-7099830
PWG CAPITAL TRUST IV DELAWARE 13-7099831
(EXACT NAME OF (STATE OR OTHER
REGISTRANT AS JURISDICTION OF
SPECIFIED IN ITS INCORPORATION OR (I.R.S. EMPLOYER
CHARTER) ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 713-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
THEODORE A. LEVINE
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
PAINE WEBBER GROUP INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 713-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
<TABLE>
<S> <C>
PETER S. WILSON MICHAEL L. FITZGERALD
CRAVATH, SWAINE & MOORE BROWN & WOOD LLP
825 8TH AVENUE ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10048
(212) 474-1767 (212) 839-5300
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE(2)
<S> <C> <C>
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Senior debt securities, subordinated debt securities and
junior subordinated debt securities (collectively, "Debt
Securities") of Paine Webber Group Inc........................ $500,000,000(3)(4)(5) $151,515
Preferred Securities of PWG Capital Trusts I, II, III, and IV,
severally ("Preferred Securities")..........................
Guarantees (the "Guarantees") of Preferred Securities of PWG
Capital Trusts I, II, III and IV by Paine Webber Group
Inc.(6).....................................................
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee, exclusive
of accrued interest and dividends, if any.
(2) Calculated pursuant to Rule 457(o).
(3) Such indeterminable number or amount of (i) Debt Securities of Paine Webber
Group Inc. as may from time to time be issued at indeterminate prices or
upon conversion or exchange of securities so issued and (ii) Preferred
Securities of PWG Capital Trusts I, II, III and IV, severally, as may from
time to time be issued at indeterminate prices. Junior Subordinated Debt
Securities may be issued and sold to PWG Capital Trusts I, II, III and IV,
severally, in which event such Junior Subordinated Debt Securities may later
be distributed to the holders of Preferred Securities upon a dissolution of
PWG Capital Trust I, II, III or IV and the distribution of the assets
thereof.
(4) Such amount in U.S. dollars or the equivalent in foreign denominated
currency units, or if any Debt Securities are issued at original issue
discount, such greater amount as shall result in an aggregate initial
offering price of $500,000,000. The Prospectuses herein cover $500,000,000
of securities.
(5) This Registration Statement also relates to offers and sales of Debt
Securities, Preferred Securities and Guarantees in connection with market-
making transactions by and through affiliates of the registrants, including
PaineWebber Incorporated.
(6) Paine Webber Group Inc. is also registering under this registration
statement all other obligations that it may have with respect to Preferred
Securities issued by PWG Capital Trusts I, II, III and IV. No separate
consideration will be received for any Guarantee or any other obligations.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
This Registration Statement contains two forms of Prospectuses to be used
in connection with offerings of the following securities: (1) preferred
securities of PWG Capital Trusts I, II, III and IV, severally, junior
subordinated debt securities of Paine Webber Group Inc. and guarantees by Paine
Webber Group Inc. of preferred securities issued severally by PWG Capital Trusts
I, II, III and IV and (2) debt securities (both senior and subordinated) of
Paine Webber Group Inc. Each offering of securities made under this Registration
Statement will be made pursuant to one of these Prospectuses, with the
specifications of the securities offered thereby set forth in an accompanying
Prospectus Supplement.
The complete Prospectus for the offering of the preferred securities of PWG
Capital Trusts I, II, III and IV, severally, the junior subordinated debt
securities of Paine Webber Group Inc. and the guarantees by Paine Webber Group
Inc. of the preferred securities issued severally by PWG Capital Trusts I, II,
III and IV follows immediately after this Explanatory Note, which is then
immediately followed by the complete Prospectus for the offering of debt
securities (both senior and subordinated) of Paine Webber Group Inc.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED OCTOBER 10, 1996
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 1996)
PREFERRED SECURITIES
PWG CAPITAL TRUST I
% PREFERRED TRUST SECURITIES
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
PAINE WEBBER GROUP INC.
The % Preferred Trust Securities (the "Preferred Securities") offered
hereby represent preferred undivided beneficial interests in the assets of PWG
Capital Trust I, a statutory business trust formed under the laws of the State
of Delaware (the "Trust"). Paine Webber Group Inc., a Delaware corporation (the
"Company"), will directly or indirectly own all the common securities (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities") representing common undivided beneficial interests in the assets of
the Trust. The Trust exists for the sole purpose of issuing the Preferred
Securities and Common Securities and investing the proceeds thereof in an
equivalent amount of % Junior Subordinated Debentures due 2036 of the Company
("Junior Subordinated Debentures").
(continued on next page)
Application will be made to list the Preferred Securities on the New York
Stock Exchange, Inc. (the "NYSE"). See "Underwriting."
SEE "RISK FACTORS" BEGINNING ON PAGE S-4 FOR A DISCUSSION OF CERTAIN
FACTORS RELATING TO THE PREFERRED SECURITIES THAT SHOULD BE CAREFULLY CONSIDERED
BY PROSPECTIVE PURCHASERS.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<S> <C> <C> <C>
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Underwriting Proceeds to
Discounts PWG Capital Trust
Price to and I
Public(1) Commissions(2) (1)(3)(4)
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Per Preferred Security.................. $25.00 (3) $25.00
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Total(5)................................ (3)
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</TABLE>
(1) Plus accrued distributions, if any, from , 1996, to date of
delivery.
(2) See "Underwriting."
(3) In view of the fact that the proceeds of the sale of the Preferred
Securities will be invested in Junior Subordinated Debentures, the Company
has agreed to pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the investment therein of such proceeds
$ per Preferred Security (or $ in the aggregate). See
"Underwriting."
(4) Before deducting expenses payable by the Company estimated to be $ .
(5) The Trust and the Company have granted to the Underwriters an option,
exercisable within 30 days of the date hereof, to purchase up to
additional Preferred Securities at the Price to Public for the purpose of
covering over-allotments, if any. If such option is exercised in full, the
total Price to Public, Underwriting Discounts and Commissions and Proceeds
to PWG Capital Trust I would be , $ and $ , respectively.
The Preferred Securities are offered by the Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the Underwriters, and subject
to their right to reject orders in whole or in part. It is expected that
delivery of the Preferred Securities will be made in book-entry form through the
facilities of The Depository Trust Company, on or about , 1996, against
payment therefor in immediately available funds.
This Prospectus Supplement and the accompanying Prospectus may be used by
the Company, PaineWebber Incorporated ("PaineWebber") or other affiliates of the
Company in connection with offers and sales related to secondary market
transactions in the Preferred Securities at negotiated prices related to
prevailing market prices at the time of sale or otherwise. PaineWebber or such
other Company affiliates may act as principal or agent in such transactions.
---------------------
PAINEWEBBER INCORPORATED
---------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1996.
<PAGE> 4
(Continued from previous page)
The Preferred Securities and the Common Securities will rank pari passu
with each other and will have equivalent terms; provided that (i) if an Event of
Default (as defined herein) under the Declaration (as defined herein) occurs and
is continuing, the holders of Preferred Securities will have a priority over
holders of the Common Securities with respect to distributions and payments upon
liquidation, redemption or otherwise and (ii) holders of Common Securities have
the exclusive right (subject to the terms of the Declaration) to appoint,
replace or remove Trustees (as defined in the accompanying Prospectus) and to
increase or decrease the number of Trustees.
Holders of the Preferred Securities will be entitled to receive cumulative
cash distributions at an annual rate of % of the stated liquidation amount
of $25 per Preferred Security, accruing from the date of original issuance of
the Preferred Securities and payable monthly, in arrears, on the last day of
each month, commencing on , 1996 ("distributions"). Cash
distributions in arrears for more than one month will bear interest thereon at
the annual rate of % of the stated liquidation amount of $25 per Preferred
Security (to the extent permitted by applicable law), compounded monthly. The
term "distributions" as used herein includes such cash distributions and any
such interest payable unless otherwise stated. The distribution rate and the
distribution and other payment dates for the Preferred Securities will
correspond to the interest rate and the interest and other payment dates on the
Junior Subordinated Debentures deposited in the Trust as trust assets. If
principal or interest is not paid on the Junior Subordinated Debentures,
including as a result of the Company's election to extend the interest payment
period on the Junior Subordinated Debentures as described below, the Trust will
not make payments on the Trust Securities. The Junior Subordinated Debentures
provide that, so long as the Company shall not be in default in the payment of
interest on the Junior Subordinated Debentures, the Company shall have the right
to defer payments of interest on the Junior Subordinated Debentures by extending
the interest payment period from time to time for a period not exceeding 60
consecutive monthly interest periods (each, an "Extension Period"). No interest
shall be due and payable during an Extension Period and, as a consequence,
distributions on the Trust Securities will also be deferred, but at the end of
such Extension Period the Company shall pay all interest then accrued and unpaid
on the Junior Subordinated Debentures, together with interest thereon at the
rate specified for the Junior Subordinated Debentures to the extent permitted by
applicable law, compounded monthly ("Compounded Interest"). All references
herein to interest shall include Compounded Interest unless otherwise stated.
There could be multiple Extension Periods of varying lengths throughout the term
of the Junior Subordinated Debentures, each not to exceed 60 consecutive monthly
interest periods or to cause any extension beyond the maturity of the Junior
Subordinated Debentures. During any Extension Period, the Company may not
declare or pay dividends on, or redeem, purchase, acquire or make a distribution
or liquidation payment with respect to, any of its common stock or preferred
stock or make any payments on guarantees with respect thereto; provided,
however, that the foregoing restrictions shall not apply to (i) dividends,
redemptions, purchases, acquisitions, distributions or payments made by the
Company by way of issuance of shares of its capital stock, (ii) payments of
accrued dividends by the Company upon the redemption, exchange or conversion of
any preferred stock of the Company as may be outstanding from time to time in
accordance with the terms of such preferred stock or (iii) cash payments made by
the Company in lieu of delivering fractional shares upon the redemption,
exchange or conversion of any preferred stock of the Company as may be
outstanding from time to time in accordance with the terms of such preferred
stock. See "Risk Factors -- Option to Extend Interest Payment Period; Tax Impact
of Extension;" "Description of the Junior Subordinated Debentures -- Interest"
and "-- Option to Extend Interest Payment Period."
The payment of distributions out of moneys held by the Property Trustee (as
defined in the accompanying Prospectus) and payments on liquidation of the Trust
and on redemption of Preferred Securities, as set forth below, are guaranteed by
the Company on a subordinated basis as and to the extent described herein (the
"Preferred Securities Guarantee"). See "Description of the Preferred Securities
Guarantees" in the accompanying Prospectus. The Preferred Securities Guarantee
is a full and unconditional guarantee from the time of issuance of the Preferred
Securities, but the Preferred Securities Guarantee covers distributions and
other payments on the Preferred Securities only if and to the extent that the
Company has made a payment to the Property Trustee of interest or principal on
the Junior Subordinated Debentures deposited in the Trust as trust assets. The
obligations of the Company under the Preferred Securities Guarantee are
subordinate and junior in right of payment to all other indebtedness,
liabilities and obligations of the Company and any guarantees, endorsements or
other contingent obligations of the Company in respect of such indebtedness,
liabilities or obligations, including Junior Subordinated Debt Securities (as
defined in the accompanying Prospectus) and senior to all capital stock now or
hereafter issued by the Company and to any guarantee now or hereafter
S-2
<PAGE> 5
entered into by the Company in respect of its capital stock. The obligations of
the Company under the Junior Subordinated Debentures are subordinate and junior
in right of payment to all present and future Senior Indebtedness (as defined in
the accompanying Prospectus). Because the Company is a holding company, the
Junior Subordinated Debentures (and the Company's obligations under the
Preferred Securities Guarantee) are also effectively subordinated to all
existing and future liabilities, including trade payables, of the Company's
subsidiaries, except to the extent that the Company is a creditor of the
subsidiaries recognized as such.
The Junior Subordinated Debentures are redeemable by the Company (in whole
or in part) from time to time on or after , 2001, or at any time in
certain circumstances upon the occurrence of a Tax Event (as defined herein). If
the Company redeems Junior Subordinated Debentures, the Trust must redeem Trust
Securities having an aggregate liquidation amount equal to the aggregate
principal amount of the Junior Subordinated Debentures so redeemed at $25 per
Trust Security plus accrued and unpaid distributions thereon (the "Redemption
Price") to the date fixed for redemption. See "Description of the Preferred
Securities -- Mandatory Redemption." The Preferred Securities will be redeemed
upon maturity of the Junior Subordinated Debentures. The Junior Subordinated
Debentures mature on , 2036. In addition, upon the occurrence of a
Special Event (as defined herein) arising from a change in law or a change in
legal interpretation, unless the Junior Subordinated Debentures are redeemed in
the limited circumstances described below, the Trust shall be dissolved with the
result that the Junior Subordinated Debentures will be distributed to the
holders of the Preferred Securities, on a pro rata basis, in lieu of any cash
distribution. In the case of a Special Event that is a Tax Event, the Company
will have the right in certain circumstances to redeem the Junior Subordinated
Debentures, which would result in the redemption by the Trust of the Trust
Securities in the same amount on a pro rata basis. If the Junior Subordinated
Debentures are distributed to the holders of the Preferred Securities, the
Company will use its best efforts to have the Junior Subordinated Debentures
listed on the NYSE or on such other exchange as the Preferred Securities are
then listed. See "Description of the Preferred Securities -- Special Event
Redemption or Distribution" and "Description of the Junior Subordinated
Debentures."
In the event of the voluntary or involuntary liquidation, dissolution,
winding up or termination of the Trust, the holders of the Preferred Securities
will be entitled to receive, for each Preferred Security, a liquidation amount
of $25 plus accrued and unpaid distributions thereon (including interest
thereon) to the date of payment, unless in connection with such dissolution, the
Junior Subordinated Debentures are distributed to the holders of the Preferred
Securities. See "Description of the Preferred Securities--Liquidation
Distribution Upon Dissolution."
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN ANY
OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
S-3
<PAGE> 6
RISK FACTORS
Prospective purchasers of Preferred Securities should carefully review the
information contained elsewhere in this Prospectus Supplement and in the
accompanying Prospectus and should particularly consider the following matters:
RANKING OF SUBORDINATED OBLIGATIONS UNDER PREFERRED SECURITIES GUARANTEE AND
JUNIOR SUBORDINATED DEBENTURES; DEPENDENCE ON THE COMPANY
The obligations of the Company under the Junior Subordinated Debentures are
unsecured obligations of the Company and will be subordinate and junior in right
of payment to Senior Indebtedness of the Company (as herein defined and which
generally consists of any indebtedness, liabilities or obligations of the
Company, contingent or otherwise, other than the Preferred Securities Guarantee)
but senior to its capital stock. The Company's obligations under the Preferred
Securities Guarantee are unsecured and will rank (i) subordinate and junior in
right of payment to all other indebtedness, liabilities and obligations of the
Company and any guarantees, endorsements or other contingent obligations of the
Company in respect of such indebtedness, liabilities or obligations, including
the Junior Subordinated Debentures and any other series of Junior Subordinated
Debt Securities, except those made pari passu or subordinate by their terms, and
(ii) senior to all capital stock now or hereafter issued by the Company and to
any guarantee now or hereafter entered into by the Company in respect of its
capital stock. Because the Company is a holding company, the Junior Subordinated
Debentures (and the Company's obligations under the Preferred Securities
Guarantee) are also effectively subordinated to all existing and future
liabilities, including trade payables, of the Company's subsidiaries, except to
the extent that the Company is a creditor of the subsidiaries recognized as
such. There are no terms in the Preferred Securities, the Junior Subordinated
Debentures or the Preferred Securities Guarantee that limit the Company's
ability to incur additional indebtedness, including indebtedness that ranks
senior to or pari passu with the Junior Subordinated Debentures and the
Preferred Securities Guarantee, or the ability of its subsidiaries to incur
additional indebtedness. See "Description of the Preferred Securities
Guarantees -- Status of the Preferred Securities Guarantees" and "Description of
the Junior Subordinated Debt Securities -- Subordination" in the accompanying
Prospectus.
The Trust's ability to make distributions and other payments on the
Preferred Securities is solely dependent upon the Company making interest and
other payments on the Junior Subordinated Debentures deposited as trust assets
as and when required. If the Company were not to make distributions or other
payments on the Junior Subordinated Debentures for any reason, including as a
result of the Company's election to defer the payment of interest on the Junior
Subordinated Debentures by extending the interest period on the Junior
Subordinated Debentures, the Trust will not make payments on the Trust
Securities. In such an event, holders of the Preferred Securities would not be
able to rely on the Preferred Securities Guarantee since distributions and other
payments on the Preferred Securities are subject to the Preferred Securities
Guarantee only if and to the extent that the Company has made a payment to the
Property Trustee of interest or principal on the Junior Subordinated Debentures
deposited in the Trust as trust assets. Instead, holders of Preferred Securities
would rely on the enforcement by the Property Trustee of its rights as
registered holder of the Junior Subordinated Debentures against the Company
pursuant to the terms of the Indenture. However, if the Trust's failure to make
distributions on the Preferred Securities is a consequence of the Company's
exercise of its right to extend the interest payment period for the Junior
Subordinated Debentures, the Property Trustee will have no right to enforce the
payment of distributions on the Preferred Securities until an Event of Default
under the Declaration shall have occurred. The Company's obligations under the
Preferred Securities Guarantee are subordinate and junior in right of payment to
all other indebtedness, liabilities and obligations of the Company and any
guarantees, endorsements or other contingent obligations of the Company in
respect of such indebtedness, liabilities or obligations, including the Junior
Subordinated Debentures, and any other series of Junior Subordinated Debt
Securities, except those made pari passu or subordinate by their terms to the
Preferred Securities Guarantee, and senior to its capital stock or to any
guarantee of the Company in respect of its capital stock.
The Declaration provides that the Company shall pay for all debts and
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust, including any taxes and all costs and
S-4
<PAGE> 7
expenses with respect thereto, to which the Trust may become subject, except for
United States withholding taxes. No assurance can be given that the Company will
have sufficient resources to enable it to pay such debts, obligations, costs and
expenses on behalf of the Trust.
OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX IMPACT OF EXTENSION
So long as the Company shall not be in default in the payment of interest
on the Junior Subordinated Debentures, the Company has the right under the
Indenture to defer payments of interest on the Junior Subordinated Debentures by
extending the interest payment period from time to time on the Junior
Subordinated Debentures for an Extension Period not exceeding 60 consecutive
monthly interest periods, during which no interest shall be due and payable. In
such an event, monthly distributions on the Preferred Securities would not be
made (but would continue to accrue with interest thereon at the rate of %
per annum, compounded monthly) by the Trust during any such Extension Period. If
the Company exercises the right to extend an interest payment period, the
Company may not during such Extension Period declare or pay dividends on, or
redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its common stock or preferred stock or make any payments on
guarantees with respect thereto; provided, however, that the foregoing
restrictions shall not apply to (i) dividends, redemptions, purchases,
acquisitions, distributions or payments made by the Company by way of issuance
of shares of its capital stock, (ii) payments of accrued dividends by the
Company upon the redemption, exchange or conversion of any preferred stock of
the Company as may be outstanding from time to time in accordance with the terms
of such preferred stock or (iii) cash payments made by the Company in lieu of
delivering fractional shares upon the redemption, exchange or conversion of any
preferred stock of the Company as may be outstanding from time to time in
accordance with the terms of such preferred stock. See "Description of the
Junior Subordinated Debentures -- Option to Extend Interest Payment Period" for
a description of certain terms of the outstanding preferred stock of the
Company.
Prior to the termination of any Extension Period, the Company may further
extend such Extension Period; provided that such Extension Period together with
all such previous and further extensions thereof may not exceed 60 consecutive
monthly interest periods. Upon the termination of any Extension Period and the
payment of all amounts then due, the Company may commence a new Extension
Period, subject to the above requirements. The Company may also prepay at any
time all or any portion of the interest accrued during an Extension Period.
Consequently, there could be multiple Extension Periods of varying lengths
throughout the term of the Junior Subordinated Debentures, each not to exceed 60
consecutive monthly interest periods or to cause any extension beyond the
maturity of the Junior Subordinated Debentures. See "Description of the
Preferred Securities -- Distributions" and "Description of the Junior
Subordinated Debentures -- Option to Extend Interest Payment Period."
Because the Company has the right to extend the interest payment period for
an Extension Period of up to 60 consecutive monthly interest periods on various
occasions, it is believed that the Junior Subordinated Debentures will be
treated as issued with "original issue discount" for United States Federal
income tax purposes and the Company intends to take that position in filing
related information returns. As a result, holders of Preferred Securities will
be required to include their pro rata share of original issue discount in gross
income as it accrues for United States Federal income tax purposes in advance of
the receipt of cash. Generally, all a securityholder's taxable interest income
with respect to the Junior Subordinated Debentures will be accounted for as
"original issue discount" and actual distributions of stated interest will not
be separately reported as taxable income. See "Taxation -- Accrual of Original
Issue Discount and Premium" and "-- Potential Extension of Payment Period on the
Junior Subordinated Debentures."
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
Upon the occurrence and during the continuation of a Tax Event or
Investment Company Event (each as defined herein), which may occur at any time,
the Trust shall, unless the Junior Subordinated Debentures are redeemed in the
limited circumstances described below, be dissolved with the result that, in the
manner described in "Description of the Preferred Securities -- Liquidation
Distribution Upon Dissolution," Junior Subordinated Debentures having an
aggregate principal amount equal to the aggregate stated liquidation
S-5
<PAGE> 8
amount of, and bearing accrued and unpaid interest in an amount equal to the
accrued and unpaid distributions on, the Preferred Securities and the Common
Securities would be distributed on a Pro Rata Basis (as defined under the
caption "PWG Trusts" in the accompanying Prospectus) to the holders of the
Preferred Securities and the Common Securities in liquidation of the Trust. In
the case of a Tax Event, in certain circumstances, the Company shall have the
right to redeem at any time the Junior Subordinated Debentures, in whole or in
part, in which event the Trust will redeem Preferred Securities and Common
Securities on a Pro Rata Basis to the same extent as the Junior Subordinated
Debentures are redeemed. There can be no assurance as to the market prices for
Preferred Securities or the Junior Subordinated Debentures which may be
distributed in exchange for Preferred Securities if a dissolution and
liquidation of the Trust were to occur. Accordingly, the Preferred Securities
that an investor may purchase, or the Junior Subordinated Debentures that the
investor may receive on dissolution and liquidation of the Trust, may trade at a
discount to the price that the investor paid to purchase the Preferred
Securities offered hereby. Because holders of Preferred Securities may receive
Junior Subordinated Debentures upon the occurrence of a Special Event,
prospective purchasers of Preferred Securities are also making an investment
decision with regard to the Junior Subordinated Debentures and should carefully
review all the information regarding the Junior Subordinated Debentures
contained herein and in the accompanying Prospectus. See "Description of the
Preferred Securities -- Special Event Redemption or Distribution" and
"Description of the Junior Subordinated Debentures -- General."
Certain recent legislative proposals would prevent the Company from
deducting interest on the Junior Subordinated Debentures, and there can be no
assurance that future legislation would not have this effect. Such legislation
would constitute a Tax Event and could result in the distribution of the Junior
Subordinated Debentures to holders of the Preferred Securities or, in certain
circumstances, the redemption of the Junior Subordinated Debentures by the
Company and the distribution of the resulting cash in redemption of the
Preferred Securities. See "Description of the Preferred Securities -- Special
Event Redemption or Distribution."
Under current United States Federal income tax law, a distribution of the
Junior Subordinated Debentures upon a Tax Event or Investment Company Event
would not be a taxable event to holders of the Preferred Securities. See
"Taxation -- Distribution of Junior Subordinated Debentures to Holders of
Preferred Securities."
LIMITING VOTING RIGHTS
Holders of Preferred Securities will have limited voting rights, but will
not be able to appoint, remove or replace, or to increase or decrease the number
of, Trustees, which rights are vested exclusively in the Common Securities.
LISTING OF PREFERRED SECURITIES; TRADING PRICES
The Preferred Securities constitute a new issue of securities with no
established trading market. While application will be made to list the Preferred
Securities on the NYSE, there can be no assurance that an active market for the
Preferred Securities will develop or be sustained in the future on the NYSE.
Although PaineWebber has indicated to the Company and the Trust that it intends
to make a market in the Preferred Securities as permitted by applicable laws and
regulations, it is not obligated to do so and may discontinue any such
market-making at any time without notice. Accordingly, no assurance can be given
as to the liquidity of, or trading markets for, the Preferred Securities.
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Debentures. A holder who disposes of his Preferred Securities
between record dates for payments of distributions thereon will be required to
include accrued but unpaid interest on the Junior Subordinated Debentures
through the date of disposition in income as ordinary income, and to add such
amount to his adjusted tax basis in his pro rata share of the underlying Junior
Subordinated Debentures deemed disposed of. Accordingly, such a holder will
recognize a capital loss to the extent the selling price (which may not fully
reflect the value of accrued but unpaid interest) is less than
S-6
<PAGE> 9
the holder's adjusted tax basis (which will include accrued but unpaid
interest). Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States Federal income tax purposes.
See "Taxation -- Accrual of Original Issue Discount and Premium" and
"-- Disposition of the Preferred Securities."
POTENTIAL MARKET VOLATILITY DURING EXTENSION PERIOD
As described above, the Company has the right to extend an interest payment
period on the Junior Subordinated Debentures from time to time for a period not
exceeding 60 consecutive monthly interest periods. If the Company determines to
extend an interest payment period, or if the Company thereafter extends an
Extension Period or prepays interest accrued during an Extension Period as
described above, the market price of the Preferred Securities is likely to be
affected. In addition, as a result of such rights, the market price of the
Preferred Securities (which represent an undivided interest in Junior
Subordinated Debentures) may be more volatile than other securities on which
original issue discount accrues that do not have such rights. A holder that
disposes of its Preferred Securities during an Extension Period, therefore, may
not receive the same return on its investment as a holder that continues to hold
its Preferred Securities. See "Description of the Junior Subordinated
Debentures -- Option to Extend Interest Payment Period."
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<PAGE> 10
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial information is qualified by
reference to, and should be read in conjunction with, the Company's consolidated
financial statements and notes thereto and "Management's Discussion and Analysis
of Financial Condition and Results of Operations," included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the
"Form 10-K"), which is incorporated by reference in the accompanying Prospectus.
The selected consolidated statement of income data for the years ended December
31, 1993, 1994 and 1995 and the selected consolidated statement of financial
condition data as of December 31, 1994 and 1995 are derived from the Company's
audited consolidated financial statements which are incorporated by reference in
the accompanying Prospectus. The selected unaudited financial information as of
and for the six months ended June 30, 1995 and 1996 should be read in
conjunction with the Company's audited consolidated financial statements and
notes thereto contained in the Form 10-K and the Company's unaudited
consolidated financial statements and notes thereto contained in Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 (the "Form
10-Q"), which report is also incorporated by reference in the accompanying
Prospectus. Such unaudited information reflects, in the opinion of management,
all adjustments, consisting of normal recurring adjustments, which the Company
considers necessary for a fair presentation of its financial position and
results of operations for these periods. Operating results for the six months
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the entire year ending December 31, 1996. The selected consolidated
statement of financial condition data as of December 31, 1991, 1992, 1993 and
the selected consolidated statement of income data for the years ended December
31, 1991 and 1992 are derived from audited consolidated financial statements of
the Company which are not included or incorporated by reference in the
accompanying Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
------------------------- -------------------------------------------------------------------
1996 1995(1) 1995(1) 1994(2) 1993 1992 1991
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
OPERATING RESULTS
Total revenues................. $ 2,861,190 $ 2,566,155 $ 5,320,090 $ 3,964,077 $ 4,004,717 $ 3,363,731 $ 3,165,895
Net revenues (including net
interest).................... 1,912,258 1,550,582 3,350,279 2,535,424 2,874,005 2,484,489 2,109,771
Net earnings (loss) before
taxes........................ 294,942 (92,828) 102,677 44,385 407,576 339,115 226,247
Net earnings (loss)............ 192,713 (56,238) 80,750 31,631 246,183 213,175 150,716
Earnings (loss) per share:
Primary...................... 1.87 (0.76) 0.54 0.41 3.11 2.83 2.10
Fully diluted................ 1.76 (0.76) 0.52 0.41 2.95 2.37 1.67
FINANCIAL CONDITION
Total assets................... $50,084,412 $47,949,424 $45,671,294 $35,856,125 $37,026,909 $26,508,982 $22,621,763
Long-term borrowings and
redeemable preferred stock... 2,739,519 2,657,620 2,622,797 2,501,384 1,936,082 1,150,553 815,728
Stockholders' equity........... 1,624,375 1,537,248 1,552,288 1,630,499 1,195,047 1,080,667 1,050,478
Total capitalization........... 4,363,889 4,194,868 4,175,085 4,131,883 3,131,129 2,231,220 1,866,206
OTHER FINANCIAL DATA
Dividends declared............. $ 0.24 $ 0.24 $ 0.48 $ 0.48 $ 0.38 $ 0.31 $ 0.24
Book value..................... 16.89 14.97 15.62 15.96 16.29 14.24 12.23
</TABLE>
- ---------------
(1) The 1995 results include after-tax charges of $125.9 million ($200 million
before income taxes) and $20.1 million ($30 million before income taxes) in
the second and fourth quarters, respectively, related to the resolution of
the issues arising from the Company's sale of public proprietary limited
partnerships.
(2) The 1994 results include after-tax costs of $36 million ($50 million before
taxes) and $34 million ($57 million before income taxes) related to the
purchase of certain net assets and specific businesses of Kidder, Peabody
Group Inc. and a nonrecurring mutual fund charge, respectively.
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<PAGE> 11
THE FOLLOWING INFORMATION CONCERNING THE COMPANY, PWG CAPITAL TRUST I, THE
PREFERRED SECURITIES, THE PREFERRED SECURITIES AND THE JUNIOR SUBORDINATED
DEBENTURES IS IN ADDITION TO, AND SHOULD BE READ IN CONJUNCTION WITH, THE
INFORMATION CONTAINED IN THE ACCOMPANYING PROSPECTUS. CAPITALIZED TERMS USED IN
THIS PROSPECTUS SUPPLEMENT HAVE THE SAME MEANINGS AS IN THE ACCOMPANYING
PROSPECTUS.
THE COMPANY
Paine Webber Group Inc. is a holding company which, together with its
operating subsidiaries, forms one of the largest full-service securities and
commodities firms in the industry. Founded in 1879, the Company employs
approximately 15,800 people in 302 offices worldwide.
The Company's principal line of business is to serve the investment and
capital needs of individual, corporate, institutional and public agency clients
through its broker-dealer subsidiary, PaineWebber, and other specialized
subsidiaries. The Company holds memberships in all major securities and
commodities exchanges in the United States, and makes a market in many
securities traded on Nasdaq National Market or on other over-the-counter
markets. Additionally, PaineWebber is a primary dealer in U.S. government
securities.
The Company is comprised of interrelated business groups, including
Research, the Private Client Group, the Municipal Securities Group, Investment
Banking, Asset Management, Global Fixed Income and Commercial Real Estate, and
Global Equities and Transaction Services, which utilize common operational and
administrative personnel and facilities.
The Research Group provides investment advice to institutional and
individual investors, and other business areas of the Company, on approximately
890 companies in 62 industry sectors.
The Private Client Group consists primarily of a domestic branch office
system and consumer product groups through which PaineWebber and certain other
subsidiaries provide clients with financial services and products, including the
purchase and sale of securities, option contracts, commodity and financial
futures contracts, fixed income instruments, mutual funds, trusts and selected
insurance products. The Company may act as a principal or agent in providing
these services. Fees charged vary according to the size and complexity of a
transaction, and the activity level of a client's account.
The Municipal Securities Group originates, underwrites, sells and trades
taxable and tax-exempt issues for municipal and public agency clients.
Through the Investment Banking group, the Company provides financial advice
to, and raises capital for, a broad range of domestic and international
corporate clients. Investment Banking manages and underwrites public and private
offerings, participates as an underwriter in syndicates of public offerings
managed by others, and provides advice in connection with mergers and
acquisitions, restructurings and recapitalizations.
The Asset Management group is comprised of Mitchell Hutchins Asset
Management Inc. ("MHAM"), Mitchell Hutchins Institutional Investors Inc.
("MHII") and Mitchell Hutchins Investment Advisory division ("MHIA"). MHAM and
MHII provide investment advisory and portfolio management services to pension
and endowment funds. MHAM also provides investment advisory and portfolio
management services to individuals and mutual funds. MHIA provides portfolio
management services to individuals, trusts and institutions.
Through the Global Fixed Income and Global Equities groups, the Company
places securities for, and executes trades on behalf of, institutional clients
both domestically and internationally. In addition, the Company takes positions
in both listed and over-the-counter equity securities and fixed income
securities to facilitate client transactions or for the Company's own account.
The Commercial Real Estate group provides a full range of capital market
services to real estate clients, including underwriting of debt and equity
securities, principal lending activity, debt restructuring, property sales and
bulk sales services, and a broad range of other advisory services.
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<PAGE> 12
The Transaction Services Group includes correspondent services, prime
brokerage and securities lending businesses, and specialist trading. Through
Correspondent Services Corporation, the Company provides execution and clearing
services to broker-dealers in the U.S. and overseas. The Company also acts as a
specialist responsible for executing transactions and maintaining an orderly
market in certain securities.
The Company's businesses operate in one of the nation's most highly
regulated industries. Violations of applicable regulations can result in the
revocation of broker-dealer licenses, the imposition of censures or fines, and
the suspension or expulsion of a firm. The Company's businesses are regulated by
various agencies, including the Commission, the NYSE, the Commodity Futures
Trading Commission and the National Association of Securities Dealers, Inc. (the
"NASD").
The Company's principal executive offices are located at 1285 Avenue of the
Americas, New York, New York 10019 (Telephone: (212) 713-2000).
For purposes of the foregoing description, all references to the "Company"
refer collectively to Paine Webber Group Inc. and its operating subsidiaries,
unless the context otherwise requires.
PWG CAPITAL TRUST I
PWG Capital Trust I is a statutory business trust formed on October 7,
1996, under the Delaware Business Trust Act (the "Business Trust Act") pursuant
to a declaration of trust among the Trustees and the Company and the filing of a
certificate of trust with the Secretary of State of the State of Delaware. Such
declaration will be amended and restated in its entirety (as so amended and
restated, the "Declaration") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus Supplement and the
accompanying Prospectus form a part, as of the date the Preferred Securities are
initially issued. The Declaration is qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). Upon issuance of the Preferred
Securities, the holders thereof will own all the issued and outstanding
Preferred Securities. The Company will acquire Common Securities in an amount
equal to at least 3% of the total capital of the Trust and will own, directly or
indirectly, all the issued and outstanding Common Securities. The Trust exists
for the purpose of (a) issuing its Trust Securities for cash and investing the
gross proceeds thereof in an equivalent amount of Junior Subordinated Debentures
and (b) engaging in such other activities as are necessary, convenient or
incidental thereto. The rights of the holders of the Trust Securities, including
economic rights, rights to information and voting rights, are as set forth in
the Declaration, the Business Trust Act and the Trust Indenture Act. The
Declaration does not permit the incurrence by the Trust of any indebtedness for
borrowed money or the making of any investment other than in the Junior
Subordinated Debentures. In the Declaration, the Company has agreed to pay for
all debts and obligations (other than with respect to the Trust Securities) and
all costs and expenses of the Trust, including the fees and expenses of the
Trustees and any taxes and all costs and expenses with respect thereto, to which
the Trust may become subject, except for United States withholding taxes.
S-10
<PAGE> 13
CAPITALIZATION OF THE COMPANY
The following table sets forth the unaudited consolidated capitalization of
the Company at June 30, 1996, and as adjusted to reflect the application of the
estimated net proceeds from the sale of the Preferred Securities (assuming no
exercise of the Underwriters' overallotment option). See "Use of Proceeds." The
table should be read in conjunction with the Company's consolidated financial
statements and notes thereto included in the documents incorporated by reference
in the accompanying Prospectus. See "Documents Incorporated by Reference" in the
accompanying Prospectus.
<TABLE>
<CAPTION>
JUNE 30, 1996
--------------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS EXCEPT
SHARES)
<S> <C> <C>
Long-Term Debt(1):
Medium-Term Senior Notes.......................................... $ 688,575 $ 688,575
Medium-Term Subordinated Notes.................................... 282,150 282,150
7% Notes Due March 1, 2000........................................ 199,712 199,712
6 1/4 Notes Due June 15, 1998..................................... 199,743 199,743
6 1/2% Notes Due November 1, 2005................................. 199,425 199,425
7 5/8% Notes Due February 15, 2014................................ 199,286 199,286
7 3/4% Subordinated Notes Due September 1, 2002................... 170,706 170,706
9 1/4% Notes Due December 15, 2001................................ 150,000 150,000
8 7/8% Notes Due March 15, 2005................................... 116,485 116,485
7 7/8% Notes Due February 15, 2003................................ 99,972 99,972
Convertible Debentures............................................ 14,719 14,719
Zero Coupon Bonds................................................. 21,225 21,225
8 1/4% Notes Due May 1, 2002...................................... 115,620 115,620
6 3/4% Notes Due February 1, 2006................................. 94,688 94,688
Company-obligated Mandatorily Redeemable Preferred Securities of
Grantor Trusts(2)................................................. -- 193,700
Redeemable Preferred Stock.......................................... 187,208 187,208
Stockholders' Equity:
Convertible Preferred Stock....................................... 100,000 100,000
Common Stock, $1 par value, 200,000,000 shares authorized;
105,420,742 shares issued at June 30, 1996..................... 105,421 105,421
Additional Paid-in Capital........................................ 840,805 840,805
Retained Earnings................................................. 874,584 874,584
Common Stock held in Treasury, at cost: 12,376,960 shares at June
30, 1996....................................................... (254,834) (254,834)
Unamortized Cost of Restricted Stock Awards....................... (38,788) (38,788)
Foreign Currency Translation Adjustment........................... (2,813) (2,813)
---------- ----------
Total Capitalization................................................ $4,363,889 $ 4,557,589
========== ==========
</TABLE>
- ---------------
(1) In addition to the indebtedness shown in the foregoing table, the Company
and its consolidated subsidiaries had outstanding at June 30, 1996,
short-term bank loans totalling $503,960,000, and commercial paper totalling
$725,512,000.
(2) As described in this Prospectus Supplement, the sole asset of the Trust will
be the Junior Subordinated Debentures.
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<PAGE> 14
ACCOUNTING TREATMENT
The financial statements of the Trust will be consolidated with the
Company's financial statements, with the Preferred Securities shown as
Company-obligated mandatorily redeemable preferred securities of grantor trusts
holding junior subordinated debentures of the Company.
USE OF PROCEEDS
The proceeds of the sale of the Preferred Securities will be invested by
the Trust in Junior Subordinated Debentures of the Company. The proceeds from
the issuance of such Junior Subordinated Debentures will be used by the Company
for general corporate purposes.
DESCRIPTION OF THE PREFERRED SECURITIES
The Preferred Securities will be issued pursuant to the terms of the
Declaration which is qualified under the Trust Indenture Act. The Property
Trustee, The Chase Manhattan Bank, but not the other Trustees of the Trust, will
act as the indenture trustee for purposes of the Trust Indenture Act. The terms
of the Preferred Securities and the Declaration include those stated in the
Declaration and those made part of the Declaration by the Trust Indenture Act
and the Business Trust Act. The following summarizes the material terms and
provisions of the Preferred Securities and is qualified in its entirety by
reference to, the Declaration, which has been filed as an exhibit to the
Registration Statement of which this Prospectus Supplement forms a part, the
Business Trust Act and the Trust Indenture Act.
GENERAL
The Declaration authorizes the Trust to issue the Preferred Securities,
which represent preferred undivided beneficial interests in the assets of the
Trust, and the Common Securities, which represent common undivided beneficial
interests in the assets of the Trust. All the Common Securities will be owned,
directly or indirectly, by the Company. The Common Securities and the Preferred
Securities rank pari passu with each other and will have equivalent terms except
that (i) if an Event of Default under the Declaration occurs and is continuing,
the holders of Preferred Securities will have a priority over holders of the
Common Securities with respect to distributions and payments upon liquidation,
redemption or otherwise and (ii) holders of Common Securities have the exclusive
right (subject to the terms of the Declaration) to appoint, remove or replace
Trustees and to increase or decrease the number of Trustees. The Declaration
does not permit the issuance by the Trust of any securities or other evidences
of beneficial ownership of, or beneficial interests in, the Trust other than the
Preferred Securities and the Common Securities, the incurrence of any
indebtedness for borrowed money by the Trust or the making of any investment
other than in the Junior Subordinated Debentures. Pursuant to the Declaration,
the Property Trustee will have legal title to, and will hold, the Junior
Subordinated Debentures as trust assets for the benefit of the holders of the
Preferred Securities and the Common Securities. The payment of distributions out
of moneys held by the Property Trustee and payments on redemption of the
Preferred Securities or liquidation of the Trust are guaranteed by the Company
on a subordinated basis as and to the extent described under "Description of the
Preferred Securities Guarantees" in the accompanying Prospectus. The Property
Trustee will hold the Preferred Securities Guarantee for the benefit of holders
of the Preferred Securities. The Preferred Securities Guarantee is a full and
unconditional guarantee from the time of issuance of the Preferred Securities,
but the Preferred Securities Guarantee covers distributions and other payments
on the Preferred Securities only if and to the extent that the Company has made
a payment to the Property Trustee of interest or principal on the Junior
Subordinated Debentures deposited in the Trust as trust assets. See "Voting
Rights."
DISTRIBUTIONS
Distributions on the Preferred Securities will be fixed at a rate per annum
of % of the stated liquidation amount of $25 per Preferred Security.
Distributions in arrears for more than one month will bear interest thereon at
the rate per annum of % of the stated liquidation amount of $25 per
Preferred Security
S-12
<PAGE> 15
(to the extent permitted by law), compounded monthly. The term "distributions"
as used herein includes any such interest payable unless otherwise stated. The
amount of distributions payable for any period will be computed on the basis of
a 360-day year of twelve 30-day months.
Distributions on the Preferred Securities will be cumulative, will accrue
from the original date of issuance and, except as otherwise described below,
will be payable monthly in arrears on the last day of each month, commencing on
, 1996, but only if, and to the extent that, interest payments are
made in respect of Junior Subordinated Debentures held by the Property Trustee.
So long as the Company shall not be in default in the payment of interest
on the Junior Subordinated Debentures, the Company has the right under the
Indenture to defer payments of interest on the Junior Subordinated Debentures by
extending the interest payment period from time to time on the Junior
Subordinated Debentures for a period not exceeding 60 consecutive monthly
interest periods and, as a consequence, the Trust would defer monthly
distributions on the Preferred Securities (though such distributions would
continue to accrue with interest thereon at the rate of % per annum,
compounded monthly) during any such Extension Period. If the Company exercises
the right to extend an interest payment period, the Company may not declare or
pay dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its common stock or preferred stock
during such Extension Period or make any guarantee payments with respect
thereto; provided, however, that the foregoing restrictions shall not apply to
(i) dividends, redemptions, purchases, acquisitions, distributions or payments
made by the Company by way of issuance of shares of its capital stock, (ii)
payments of accrued dividends by the Company upon the redemption, exchange or
conversion of any preferred stock of the Company as may be outstanding from time
to time in accordance with the terms of such preferred stock or (iii) cash
payments made by the Company in lieu of delivering fractional shares upon the
redemption, exchange or conversion of any preferred stock of the Company as may
be outstanding from time to time in accordance with the terms of such preferred
stock. Prior to the termination of any such Extension Period, the Company may
further extend such Extension Period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed 60
consecutive monthly interest periods and may not extend beyond the maturity of
the Junior Subordinated Debentures. Upon the termination of any Extension Period
and the payment of all amounts then due, the Company may commence a new
Extension Period, subject to the above requirements. The Company may also prepay
at any time all or any portion of the interest accrued during an Extension
Period. Consequently, there could be multiple Extension Periods of varying
lengths throughout the term of the Junior Subordinated Debentures, each not to
exceed 60 consecutive monthly interest periods or to cause any extension beyond
the maturity of the Junior Subordinated Debentures. See "Risk Factors -- Option
to Extend Interest Payment Period; Tax Impact of Extension;" "Description of the
Junior Subordinated Debentures -- Interest" and "-- Option to Extend Interest
Payment Period." Subject to prepayments as described above, payments of accrued
distributions will be payable to holders of Preferred Securities as they appear
on the books and records of the Trust on the first record date after the end of
an Extension Period.
Distributions on the Preferred Securities must be paid on the dates payable
to the extent that the Property Trustee has cash on hand in the Property Account
to permit such payment. The funds available for distribution to the holders of
the Preferred Securities will be limited to payments received by the Property
Trustee in respect of the Junior Subordinated Debentures that are deposited in
the Trust as trust assets. See "Description of the Junior Subordinated
Debentures." If the Company does not make interest payments on the Junior
Subordinated Debentures, the Property Trustee will not make distributions on the
Preferred Securities. Under the Declaration, if and to the extent the Company
does make interest payments on the Junior Subordinated Debentures deposited in
the Trust as trust assets, the Property Trustee is obligated to make
distributions on the Trust Securities on a Pro Rata Basis. The payment of
distributions on the Preferred Securities is guaranteed by the Company on a
subordinated basis as and to the extent set forth under "Description of the
Preferred Securities Guarantees" in the accompanying Prospectus. The Preferred
Securities Guarantee is a full and unconditional guarantee from the time of
issuance of the Preferred Securities, but the Preferred Securities Guarantee
covers distributions and other payments on the Preferred Securities only if and
to the extent that the Company has made a payment to the Property Trustee of
interest or principal on the Junior Subordinated Debentures deposited in the
Trust as trust assets.
S-13
<PAGE> 16
Distributions on the Preferred Securities will be made to the holders
thereof as they appear on the books and records of the Trust on the relevant
record dates, which, as long as the Preferred Securities remain in book-entry
only form, will be one Business Day (as defined herein) prior to the relevant
distribution payment date. Distributions payable on any Preferred Securities
that are not punctually paid on any distribution payment date as a result of the
Company having failed to make the corresponding interest payment on the Junior
Subordinated Debentures will forthwith cease to be payable to the person in
whose name such Preferred Security is registered on the relevant record date,
and such defaulted distribution will instead be payable to the person in whose
name such Preferred Security is registered on the special record date
established by the Regular Trustees, which record date shall correspond to the
special record date or other specified date determined in accordance with the
Indenture; provided, however, that distributions shall not be considered payable
on any distribution payment date falling within an Extension Period unless the
Company has elected to make a full or partial payment of interest accrued on the
Junior Subordinated Debentures on such distribution payment date. Distributions
on the Preferred Securities will be paid through the Property Trustee who will
hold amounts received in respect of the Junior Subordinated Debentures in the
Property Account for the benefit of the holders of the Preferred Securities and
the Common Securities. Subject to any applicable laws and regulations and the
provisions of the Declaration, each such payment will be made as described under
"Book-Entry Only Issuance -- The Depository Trust Company" below. In the event
that the Preferred Securities do not continue to remain in book-entry only form,
the Regular Trustees shall have the right to select relevant record dates which
shall be more than one Business Day prior to the relevant payment dates. The
Declaration provides that the payment dates or record dates for the Preferred
Securities shall be the same as the payment dates and record dates for the
Junior Subordinated Debentures. All distributions paid with respect to the Trust
Securities shall be paid on a Pro Rata Basis to the holders thereof entitled
thereto. If any date on which distributions are to be made on the Preferred
Securities is not a Business Day, then payment of the distribution to be made on
such date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay) except that,
if such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date. "Business Day" shall mean any day
other than Saturday, Sunday or any other day on which banking institutions in
the City of New York in the State of New York are permitted or required by any
applicable law to close.
SPECIAL EVENT REDEMPTION OR DISTRIBUTION
If, at any time, a Tax Event or an Investment Company Event (each as
hereinafter defined, and each a "Special Event") shall occur and be continuing,
the Trust shall, unless the Junior Subordinated Debentures are redeemed in the
limited circumstances described below, be dissolved with the result that, after
satisfaction of creditors of the Trust, Junior Subordinated Debentures with an
aggregate principal amount equal to the aggregate stated liquidation amount of
the Preferred Securities and the Common Securities would be distributed on a Pro
Rata Basis to the holders of the Preferred Securities and the Common Securities
in liquidation of such holders' interests in the Trust, within 90 days following
the occurrence of such Special Event; provided, however, that in the case of the
occurrence of a Tax Event, as a condition of such dissolution and distribution,
the Regular Trustees (as defined in the accompanying Prospectus) shall have
received an opinion of nationally recognized independent tax counsel experienced
in such matters (a "No Recognition Opinion"), which opinion may rely on any then
applicable published revenue rulings of the Internal Revenue Service, to the
effect that the holders of the Preferred Securities will not recognize any gain
or loss for United States Federal income tax purposes as a result of such
dissolution and distribution of Junior Subordinated Debentures; and, provided
further, that, if at the time there is available to the Trust the opportunity to
eliminate, within such 90-day period, the Special Event by taking some
ministerial action, such as filing a form or making an election, or pursuing
some other similar reasonable measure, which has no adverse effect on the Trust
or the Company or the holders of the Preferred Securities, the Trust will pursue
such measure in lieu of dissolution. Furthermore, if in the case of the
occurrence of a Tax Event, (i) the Regular Trustees and the Company have
received an opinion (a "Redemption Tax Opinion") of nationally recognized
independent tax counsel experienced in such matters that, as a result of such
Tax Event, there is more than an insubstantial risk that the Company would be
precluded from deducting the interest on the Junior Subordinated Debentures
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<PAGE> 17
for United States Federal income tax purposes even if the Junior Subordinated
Debentures were distributed to the holders of Trust Securities in liquidation of
such holders' interests in the Trust as described above or (ii) the Regular
Trustees shall have been informed by such tax counsel that a No Recognition
Opinion cannot be delivered to the Trust, the Company shall have the right, upon
not less than 30 nor more than 60 days notice, to redeem the Junior Subordinated
Debentures in whole or in part for cash within 90 days following the occurrence
of such Tax Event, and promptly following such redemption Preferred Securities
and Common Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Junior Subordinated Debentures so redeemed
will be redeemed by the Trust at the Redemption Price on a Pro Rata Basis;
provided, however, that if at the time there is available to the Company or the
Regular Trustees, on behalf of the Trust, the opportunity to eliminate, within
such 90-day period, such Tax Event by taking some ministerial action, such as
filing a form or making an election, or pursuing some other similar reasonable
measure, which has no adverse effect on the Trust, the Company or the holders of
the Preferred Securities, the Company or the Regular Trustees, on behalf of the
Trust, will pursue such measure in lieu of redemption and provided further that
the Company shall have no right to redeem the Junior Subordinated Debentures
while the Regular Trustees, on behalf of the Trust, are pursuing any such
ministerial action. The Common Securities will be redeemed on a Pro Rata Basis
with the Preferred Securities, except that if an Event of Default under the
Declaration has occurred and is continuing, the Preferred Securities will have a
priority over the Common Securities with respect to payment of the Redemption
Price.
"Tax Event" means that the Regular Trustees and the Company shall have
obtained an opinion of nationally recognized independent tax counsel experienced
in such matters (a "Dissolution Tax Opinion") to the effect that on or after the
date of this Prospectus Supplement as a result of (a) any amendment to, or
change in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) any amendment
to, or change in, an interpretation or application of any such laws or
regulations by any legislative body, court, governmental agency or regulatory
authority (including the enactment of any legislation and the publication of any
judicial decision or regulatory determination), (c) any interpretation or
pronouncement that provides for a position with respect to such laws or
regulations that differs from the theretofore generally accepted position or (d)
any action taken by any governmental agency or regulatory authority, which
amendment or change is enacted, promulgated, issued or effective or which
interpretation or pronouncement is issued or announced or which action is taken,
in each case on or after the date of this Prospectus Supplement, there is more
than an insubstantial risk that (i) the Trust is, or will be within 90 days of
the date thereof, subject to United States Federal income tax with respect to
income accrued or received on the Junior Subordinated Debentures, (ii) the Trust
is, or will be within 90 days of the date thereof, subject to more than a de
minimis amount of other taxes, duties or other governmental charges or (iii)
interest payable by the Company to the Trust on the Junior Subordinated
Debentures is not, or within 90 days of the date thereof will not be, deductible
by the Company for United States Federal income tax purposes.
"Investment Company Event" means that the Regular Trustees shall have
received an opinion of nationally recognized independent counsel experienced in
practice under the Investment Company Act of 1940, as amended (the "1940 Act"),
that as a result of the occurrence of a change in interpretation or application
of law or regulation by any legislative body, court, governmental agency or
regulatory authority (a "Change in 1940 Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" which is required to be registered under the 1940 Act, which Change in
1940 Act Law becomes effective on or after the date of this Prospectus
Supplement.
On the date fixed for any distribution of Junior Subordinated Debentures,
upon dissolution of the Trust, (i) the Preferred Securities and the Common
Securities will no longer be deemed to be outstanding, (ii) the depositary or
its nominee, as the record holder of the Preferred Securities, will receive a
registered global certificate or certificates representing the Junior
Subordinated Debentures to be delivered upon such distribution and (iii) any
certificates representing Preferred Securities not held by the depositary or its
nominee will be deemed to represent Junior Subordinated Debentures having an
aggregate principal amount equal to the aggregate stated liquidation amount of,
with an interest rate identical to the distribution rate of,
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and accrued and unpaid interest equal to accrued and unpaid distributions on,
such Preferred Securities, until such certificates are presented to the Company
or its agent for transfer or reissuance.
There can be no assurance as to the market price for the Junior
Subordinated Debentures which may be distributed in exchange for Preferred
Securities if a dissolution and liquidation of the Trust were to occur.
Accordingly, the Junior Subordinated Debentures which a holder of Preferred
Securities may subsequently receive upon the dissolution of the Trust may trade
at a discount to the price of the Preferred Securities exchanged. If the Junior
Subordinated Debentures are distributed to the holders of Preferred Securities
upon the dissolution of the Trust, the Company will use its best efforts to list
the Junior Subordinated Debentures on the NYSE or on such other exchange on
which the Preferred Securities are then listed.
MANDATORY REDEMPTION
Upon the repayment of the Junior Subordinated Debentures, whether at
maturity, upon redemption or otherwise, the proceeds from such repayment or
payment will be promptly applied to redeem Preferred Securities and Common
Securities having an aggregate liquidation amount equal to the Junior
Subordinated Debentures so repaid, upon not less than 30 nor more than 60 days'
notice, at the Redemption Price. The Common Securities will be entitled to be
redeemed on a Pro Rata Basis with the Preferred Securities, except that if an
Event of Default under the Declaration has occurred and is continuing, the
Preferred Securities will have a priority over the Common Securities with
respect to payment of the Redemption Price. Subject to the foregoing, if fewer
than all outstanding Preferred Securities and Common Securities are to be
redeemed, the Preferred Securities and Common Securities will be redeemed on a
Pro Rata Basis. In the event fewer than all outstanding Preferred Securities are
to be redeemed, Preferred Securities registered in the name of and held by DTC
or its nominee will be redeemed as described under "Description of Preferred
Securities -- Book-Entry Only Issuance; The Depository Trust Company" below.
REDEMPTION PROCEDURES
The Trust may not redeem fewer than all the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Preferred Securities for all monthly distribution periods terminating on or
prior to the date of redemption.
If the Trust gives a notice of redemption in respect of Preferred
Securities (which notice will be irrevocable) then, by 12:00 noon, New York City
time, on the redemption date and provided that the Company has paid to the
Property Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Junior Subordinated Debentures, the Trust will
irrevocably deposit with the Depositary funds sufficient to pay the applicable
Redemption Price and will give the Depositary irrevocable instructions and
authority to pay the Redemption Price to the holders of the Preferred
Securities. See "Book-Entry Only Issuance; The Depository Trust Company." If
notice of redemption shall have been given and funds deposited as required,
then, immediately prior to the close of business on the date of such deposit,
distributions will cease to accrue on the Preferred Securities called for
redemption, such Preferred Securities shall no longer be deemed to be
outstanding and all rights of holders of such Preferred Securities so called for
redemption will cease, except the right of the holders of such Preferred
Securities to receive the Redemption Price, but without interest on such
Redemption Price. Neither the Trustees nor the Trust shall be required to
register or cause to be registered the transfer of any Preferred Securities
which have been so called for redemption. If any date fixed for redemption of
Preferred Securities is not a Business Day, then payment of the Redemption Price
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay)
except that, if such Business Day falls in the next calendar year, such payment
will be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date fixed for redemption. If the
Company fails to repay Junior Subordinated Debentures on maturity or on the date
fixed for redemption or if payment of the Redemption Price in respect of
Preferred Securities is improperly withheld or refused and not paid by the
Property Trustee or by the Company pursuant to the Preferred Securities
Guarantee described under "Description of the Preferred Securities Guarantees"
in the accompanying Prospectus, distributions on the Preferred Securities will
continue to accrue, from the original redemption date of the Preferred
Securities to
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the date of payment, in which case the actual payment date will be considered
the date fixed for redemption for purposes of calculating the Redemption Price.
In the event that fewer than all the outstanding Preferred Securities are
to be redeemed, the Preferred Securities will be redeemed as described below
under "Book-Entry Only Issuance; The Depository Trust Company."
If a partial redemption of the Preferred Securities would result in the
delisting of the Preferred Securities by any national securities exchange or
other organization on which the Preferred Securities are then listed, the
Company pursuant to the Indenture will only redeem Junior Subordinated
Debentures in whole and, as a result, the Trust may only redeem the Preferred
Securities in whole.
Subject to the foregoing and applicable law (including, without limitation,
United States Federal securities laws), the Company or any of its subsidiaries
may at any time and from time to time purchase outstanding Preferred Securities
by tender, in the open market or by private agreement.
LIQUIDATION DISTRIBUTION UPON DISSOLUTION
In the event of any voluntary or involuntary dissolution, liquidation,
winding-up or termination of the Trust, the holders of the Preferred Securities
and Common Securities at the date of dissolution, liquidation, winding-up or
termination of the Trust will be entitled to receive on a Pro Rata Basis solely
out of the assets of the Trust, after satisfaction of liabilities of creditors
(to the extent not satisfied by the Company as provided in the Declaration), an
amount equal to the aggregate of the stated liquidation amount of $25 per Trust
Security plus accrued and unpaid distributions thereon to the date of payment
(such amount being the "Liquidation Distribution"), unless, in connection with
such dissolution, liquidation, winding-up or termination, Junior Subordinated
Debentures in an aggregate principal amount equal to the aggregate stated
liquidation amount of such Trust Securities and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid distributions on such
Trust Securities shall be distributed on a Pro Rata Basis to the holders of the
Preferred Securities and the Common Securities in exchange therefor.
If, upon any such dissolution, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Preferred Securities and the Common Securities shall be paid on a
Pro Rata Basis. The holders of the Common Securities will be entitled to receive
distributions upon any such dissolution on a Pro Rata Basis with the holders of
the Preferred Securities, except that if an Event of Default under the
Declaration has occurred and is continuing, the Preferred Securities shall have
a priority over the Common Securities with respect to payment of the Liquidation
Distribution.
Pursuant to the Declaration, the Trust shall terminate: (i) on
, 2036; (ii) when all the Trust Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have been paid
to the holders of Trust Securities in accordance with the terms of the Trust
Securities; or (iii) when all the Junior Subordinated Debentures shall have been
distributed to the holders of Trust Securities in exchange for all the Trust
Securities in accordance with the terms of the Trust Securities.
NO MERGER, CONSOLIDATION OR SALE OF ASSETS OF THE TRUST
The Trust may not merge or consolidate with or into, or be replaced by, or
sell, transfer or lease all or substantially all its properties and assets to,
any corporation or other entity or, except as expressly permitted hereby, sell
or transfer any junior subordinated debentures to any corporation or other
entity.
DECLARATION EVENTS OF DEFAULT
An Indenture Event of Default (as defined in the accompanying Prospectus)
will constitute an event of default under the Declaration with respect to the
Trust Securities (an "Event of Default"); provided that pursuant to the
Declaration, the holder of the Common Securities will be deemed to have waived
any such Event of Default with respect to the Common Securities until all Events
of Default with respect to the Preferred Securities have been cured or waived.
Until all such Events of Default with respect to the Preferred
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Securities have been so cured or waived, the Property Trustee will be deemed to
be acting solely on behalf of the holders of the Preferred Securities, and only
the holders of the Preferred Securities will have the right to direct the
Property Trustee with respect to certain matters under the Declaration and
consequently under the Indenture. In the event that any Event of Default with
respect to the Preferred Securities is waived by the holders of the Preferred
Securities as provided in the Declaration, the holders of Common Securities
pursuant to the Declaration have agreed that such waiver also constitutes a
waiver of such Event of Default with respect to the Common Securities for all
purposes under the Declaration without any further act, vote or consent of the
holders of the Common Securities. See "Voting Rights."
Upon the occurrence of an Event of Default, the Property Trustee as the
holder of all the Junior Subordinated Debentures will have the right under the
Indenture to declare the principal of, and interest on, the Junior Subordinated
Debentures to be immediately due and payable. In addition, the Property Trustee
will have the power to exercise all rights, powers and privileges under the
Indenture. See "Description of the Junior Subordinated Debentures."
VOTING RIGHTS
Except as provided below, under "Modification and Amendment of the
Declaration" and "Description of the Preferred Securities
Guarantees -- Amendments and Assignment" in the accompanying Prospectus and as
otherwise required by the Business Trust Act, the Trust Indenture Act or the
Declaration, the holders of the Preferred Securities will have no voting rights.
Subject to the requirements of the second to last sentence of this
paragraph, the holders of a majority in aggregate liquidation amount of the
Preferred Securities have the right (i) on behalf of all holders of Preferred
Securities, to waive any past default that is waivable under the Declaration and
(ii) to direct the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under the Declaration, including the right
to direct the Property Trustee, as the holder of the Junior Subordinated
Debentures, to (A) direct the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee (as defined
herein), or executing any trust or power conferred on the Indenture Trustee with
respect to the Junior Subordinated Debentures, (B) waive any past default that
is waivable under Section 6.06 of the Indenture, or (C) exercise any right to
rescind or annul a declaration that the principal of all the Junior Subordinated
Debentures shall be due and payable; provided, however, that where a consent
under the Indenture would require the consent of (a) holders of Junior
Subordinated Debentures representing a specified percentage greater than a
majority in principal amount of the Junior Subordinated Debentures or (b) each
holder of Junior Subordinated Debentures affected thereby, no such consent shall
be given by the Property Trustee without the prior consent of, in the case of
clause (a) above, holders of Preferred Securities representing such specified
percentage of the aggregate liquidation amount of the Preferred Securities or,
in the case of clause (b) above, each holder of Preferred Securities affected
thereby. The Property Trustee shall not revoke any action previously authorized
or approved by a vote of the holders of Preferred Securities. The Property
Trustee shall notify all holders of record of Preferred Securities of any notice
of default received from the Indenture Trustee with respect to the Junior
Subordinated Debentures. Other than with respect to directing the time, method
and place of conducting any proceeding for any remedy available to the Property
Trustee or the Indenture Trustee as set forth above, the Property Trustee shall
be under no obligation to take any of the foregoing actions at the direction of
the holders of the Preferred Securities unless the Property Trustee shall have
obtained an opinion of nationally recognized independent tax counsel recognized
as expert in such matters to the effect that the Trust will not be classified
for United States Federal income tax purposes as an association taxable as a
corporation or a partnership on account of such action and will be treated as a
grantor trust for United States Federal income tax purposes following such
action. If the Property Trustee fails to enforce its rights under the
Declaration (including, without limitation, its rights, powers and privileges as
a holder of the Junior Subordinated Debentures under the Indenture), any holder
of Preferred Securities may, to the extent permitted by applicable law, after a
period of 30 days has elapsed from such holder's written request to the Property
Trustee to enforce such rights, institute a legal proceeding directly against
the Company to enforce
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<PAGE> 21
the Property Trustee's rights under the Declaration, without first instituting a
legal proceeding against the Property Trustee or any other person.
A waiver of an Indenture Event of Default by the Property Trustee at the
direction of holders of the Preferred Securities will constitute a waiver of the
corresponding Event of Default under the Declaration in respect of the Trust
Securities.
In the event the consent of the Property Trustee as the holder of the
Junior Subordinated Debentures is required under the Indenture with respect to
any amendment, modification or termination of the Indenture or the Junior
Subordinated Debentures, the Property Trustee shall request the direction of the
holders of the Trust Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification or
termination as directed by a majority in liquidation amount of the Trust
Securities voting together as a single class; provided, however, that where any
such amendment, modification or termination under the Indenture would require
the consent of holders of Junior Subordinated Debentures representing a
specified percentage greater than a majority in principal amount of the Junior
Subordinated Debentures, the Property Trustee may only give such consent at the
direction of the holders of Trust Securities representing such specified
percentage of the aggregate liquidation amount of the Trust Securities; and,
provided further, however, that the Property Trustee shall be under no
obligation to take any such action in accordance with the directions of the
holders of the Trust Securities unless the Property Trustee has obtained an
opinion of nationally recognized independent tax counsel recognized as expert in
such matters to the effect that the Trust will not be classified for United
States Federal income tax purposes as an association taxable as a corporation or
a partnership on account of such action and will be treated as a grantor trust
for United States Federal income tax purposes following such action.
Any required approval or direction of holders of Preferred Securities may
be given at a separate meeting of holders of Preferred Securities convened for
such purpose, at a meeting of all the holders of Trust Securities or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be
mailed to each holder of record of Preferred Securities. Each such notice will
include a statement setting forth (i) the date of such meeting or the date by
which such action is to be taken; (ii) a description of any resolution proposed
for adoption at such meeting on which such holders are entitled to vote or of
such matter upon which written consent is sought; and (iii) instructions for the
delivery of proxies or consents.
No vote or consent of the holders of Preferred Securities will be required
for the Trust to redeem and cancel Preferred Securities or distribute Junior
Subordinated Debentures in accordance with the Declaration.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities at such time that are owned by the Company or by any entity directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company shall not be entitled to vote or consent and shall, for
purposes of such vote or consent, be treated as if they were not outstanding.
The procedures by which persons owning Preferred Securities registered in
the name of and held by DTC or its nominee may exercise their voting rights are
described under "Description of Preferred Securities -- Book-Entry Only
Issuance; The Depository Trust Company" below.
Holders of the Preferred Securities will have no rights to increase or
decrease the number of Trustees or to appoint, remove or replace a Trustee,
which rights are vested exclusively in the holders of the Common Securities.
MODIFICATION AND AMENDMENT OF THE DECLARATION
The Declaration may be modified and amended with the approval of a majority
of the Regular Trustees, provided that, if any proposed modification or
amendment provides for, or the Regular Trustees otherwise propose to effect, (a)
any action that would adversely affect the powers, preferences or special rights
of the Trust Securities, whether by way of amendment to the Declaration or
otherwise, or (b) the dissolution,
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liquidation, winding-up or termination of the Trust other than pursuant to the
terms of the Declaration, then the holders of the outstanding Trust Securities
as a class will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of at
least 66 2/3% in liquidation amount of the Trust Securities, provided that if
any amendment or proposal referred to above would adversely affect only the
Preferred Securities or the Common Securities, then only the affected class will
be entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of 66 2/3% in liquidation amount
of such class of Trust Securities.
Notwithstanding the foregoing, (i) no amendment or modification may be made
to the Declaration unless the Regular Trustees shall have obtained (a) either a
ruling from the Internal Revenue Service or a written unqualified opinion of
nationally recognized independent tax counsel experienced in such matters to the
effect that such amendment will not cause the Trust to be classified for United
States Federal income tax purposes as an association taxable as a corporation or
a partnership and to the effect that the Trust will continue to be treated as a
grantor trust for purposes of United States Federal income taxation and (b) a
written unqualified opinion of nationally recognized independent counsel
experienced in such matters to the effect that such amendment will not cause the
Trust to be an "investment company" which is required to be registered under the
1940 Act; (ii) certain specified provisions of the Declaration may not be
amended without the consent of all the holders of the Trust Securities; (iii) no
amendment which adversely affects the rights, powers and privileges of the
Property Trustee shall be made without the consent of the Property Trustee; (iv)
Article IV of the Declaration relating to the obligation of the Company to
purchase the Common Securities and to pay certain obligations and expenses of
the Trust as described under "The PWG Trusts" in the accompanying Prospectus may
not be amended without the consent of the Company; and (v) the rights of holders
of Common Securities under Article V of the Declaration to increase or decrease
the number of, and to appoint, replace or remove, Trustees shall not be amended
without the consent of each holder of Common Securities.
The Declaration further provides that it may be amended without the consent
of the holders of the Trust Securities to (i) cure any ambiguity; (ii) correct
or supplement any provision in the Declaration that may be defective or
inconsistent with any other provision of the Declaration; (iii) to add to the
covenants, restrictions or obligations of the Company; and (iv) to conform to
changes in, or a change in interpretation or application of, certain 1940 Act
requirements by the Securities and Exchange Commission (the "Commission"), which
amendment does not adversely affect the rights, preferences or privileges of the
holders.
BOOK-ENTRY ONLY ISSUANCE; THE DEPOSITORY TRUST COMPANY
The Depository Trust Company ("DTC") will act as securities depositary for
the Preferred Securities. The Preferred Securities will be issued only as fully
registered securities registered in the name of DTC or its nominee. One or more
fully-registered global Preferred Securities certificates (each a "Preferred
Securities Global Certificate"), representing the total aggregate number of
Preferred Securities, will be issued and will be deposited with DTC.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities in definitive form. Such laws
may impair the ability to transfer beneficial interests in a global Preferred
Security.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the NYSE, the
American Stock Exchange, Inc., and the
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National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Commission.
Upon issuance of a Preferred Securities Global Certificate, DTC will credit
on its book-entry registration and transfer system the number of Preferred
Securities represented by such Preferred Securities Global Certificate to the
accounts of institutions that have accounts with DTC. Ownership of beneficial
interests in a Preferred Securities Global Certificate will be limited to
Participants or persons that may hold interests through Participants. The
ownership interest of each actual purchaser of each Preferred Security
("Beneficial Owner") is in turn to be recorded on the Direct Participants' and
the Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchases, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct Participants or the
Indirect Participants through which the Beneficial Owners purchased Preferred
Securities. Transfers of ownership interests in the Preferred Securities are to
be accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners.
DTC has no knowledge of the actual Beneficial Owners of the Preferred
Securities; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Preferred Securities are credited, which may or may not
be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers. So long as DTC, or its
nominee, is the owner of a Preferred Securities Global Certificate, DTC or such
nominee, as the case may be, will be considered the sole owner and holder of
record of the Preferred Securities represented by such Preferred Securities
Global Certificate for all purposes.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all the
Preferred Securities are being redeemed, DTC will reduce pro rata (subject to
adjustment to eliminate fractional Preferred Securities) the amount of interest
of each Direct Participant in the Preferred Securities to be redeemed.
Although voting with respect to the Preferred Securities is limited, in
those instances in which a vote is required, neither DTC nor Cede & Co. itself
will consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC would mail an omnibus proxy to the Trust as soon as possible
after the record date. The omnibus proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Preferred
Securities are credited on the record date (identified in a listing attached to
the omnibus proxy).
Distribution payments on the Preferred Securities represented by a
Preferred Securities Global Certificate will be made by the Property Trustee to
DTC. DTC's practice is to credit Direct Participants' accounts on the relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payments on such
payment date. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices and will be the responsibility of
such Participants and not of DTC, the Trust or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of distributions to DTC is the responsibility of the Trust, disbursement
of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the responsibility of
Direct Participants and Indirect Participants.
Except as provided herein, a Beneficial Owner in a Preferred Securities
Global Certificate will not be entitled to receive physical delivery of
Preferred Securities. Accordingly, each Beneficial Owner must rely on the
procedures of DTC to exercise any rights under the Preferred Securities.
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DTC may discontinue providing its services as securities depositary with
respect to the Preferred Securities at any time by giving reasonable notice to
the Trust. Under such circumstances, if a successor securities depositary is not
obtained, Preferred Security certificates will be required to be printed and
delivered. Additionally, the Trust may decide to discontinue use of the system
of book-entry transfers through DTC (or a successor depositary). In that event,
certificates for the Preferred Securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Trust and the Company believe to be
reliable, but the Trust and the Company take no responsibility for the accuracy
thereof.
REGISTRAR, TRANSFER AGENT AND PAYING AGENT
In the event the Preferred Securities do not remain in book-entry only
form, the following provisions will apply:
Payment of distributions and payments on redemption of the Preferred
Securities will be payable, the transfer of the Preferred Securities will be
registrable and Preferred Securities will be exchangeable for Preferred
Securities of other denominations of a like aggregate liquidation amount at the
principal corporate trust office of the Property Trustee in The City of New
York; provided that payment of distributions may be made at the option of the
Regular Trustees on behalf of the Trust by check mailed to the address of the
persons entitled thereto and that the payment on redemption of any Preferred
Security will be made only upon surrender of such Preferred Security to the
Property Trustee.
The Chase Manhattan Bank or one of its affiliates will act as registrar and
transfer agent for the Preferred Securities. The Chase Manhattan Bank will also
act as paying agent and, with the consent of the Regular Trustees, may designate
additional paying agents.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of the Trust, but upon payment (with the giving of such
indemnity as the Trust or the Company may require) in respect of any tax or
other governmental charges that may be imposed in relation to it.
The Trust will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The Property Trustee, prior to a default with respect to the Trust
Securities, undertakes to perform only such duties as are specifically set forth
in the Declaration and, after default, shall exercise the same degree of care as
a prudent individual would exercise in the conduct of his or her own affairs.
Subject to such provision, the Property Trustee is under no obligation to
exercise any of the powers vested in it by the Declaration at the request of any
holder of Preferred Securities, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The Property Trustee is not required to expend or risk its own funds or
otherwise incur personal financial liability in the performance of its duties if
the Property Trustee reasonably believes that repayment or adequate indemnity is
not reasonably assured to it.
The Property Trustee is a depositary for funds and performs other services
for, and transacts other banking business with, the Company in the normal course
of business.
GOVERNING LAW
The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the laws of the State of Delaware.
MISCELLANEOUS
The Regular Trustees are authorized and directed to take such action as
they deem reasonable in order that the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act
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or that the Trust will not be classified for United States Federal income tax
purposes as an association taxable as a corporation or a partnership and will be
treated as a grantor trust for United States Federal income tax purposes. In
this connection, the Regular Trustees are authorized to take any action, not
inconsistent with applicable law, the certificate of trust of the Trust or the
Declaration, that the Regular Trustees determine in their discretion to be
reasonable and necessary or desirable for such purposes, as long as such action
does not adversely affect the interests of holders of the Trust Securities.
The Company and the Regular Trustees on behalf of the Trust will be
required to provide to the Property Trustee annually a certificate as to whether
or not the Company and the Trust, respectively, is in compliance with all the
conditions and covenants under the Declaration.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBENTURES
Set forth below is a description of the Junior Subordinated Debentures in
which the Trust will invest the proceeds from the issuance and sale of the Trust
Securities and which will be deposited in the Trust as trust assets. The terms
of the Junior Subordinated Debentures include those stated in the Indenture
dated as of , 1996, between the Company and The Chase Manhattan
Bank, as trustee (the "Indenture Trustee"), as supplemented by the First
Supplemental Indenture dated as of , 1996, between the Company and
the Indenture Trustee (as so supplemented, the "Indenture"), forms of which have
been filed as exhibits to the Registration Statement of which this Prospectus
Supplement forms a part, and those made part of the Indenture by the Trust
Indenture Act. This description supplements the description of the general terms
and provisions of the Subordinated Debt Securities set forth in the accompanying
Prospectus under the caption "Description of the Junior Subordinated Debt
Securities." The following description does not purport to be complete and is
qualified in its entirety by reference to the Indenture and the Trust Indenture
Act. Whenever particular provisions or defined terms in the Indenture are
referred to herein, such provisions or defined terms are incorporated by
reference herein. Section references used herein are references to provisions of
the Indenture.
The Indenture does not limit the aggregate principal amount of indebtedness
which may be issued thereunder and provides that junior subordinated debentures
may be issued thereunder from time to time in one or more series (collectively,
together with the Junior Subordinated Debentures, the "Subordinated
Debentures"). The Junior Subordinated Debentures constitute a separate series
under the Indenture.
Under certain circumstances involving the dissolution of the Trust
following the occurrence of a Special Event, Junior Subordinated Debentures may
be distributed to the holders of the Trust Securities upon dissolution of the
Trust. See "Description of the Preferred Securities -- Special Event Redemption
or Distribution."
GENERAL
The Junior Subordinated Debentures are unsecured, subordinated obligations
of the Company, limited in aggregate principal amount to an amount equal to the
sum of (i) the stated liquidation amount of the Preferred Securities issued by
the Trust and (ii) the proceeds received by the Trust upon issuance of the
Common Securities to the Company (which proceeds will be used to purchase an
equal principal amount of Junior Subordinated Debentures).
The entire principal amount of the Junior Subordinated Debentures will
become due and payable, together with any accrued and unpaid interest thereon,
on , 2036. The Junior Subordinated Debentures are not subject to any
sinking fund.
If Junior Subordinated Debentures are distributed to holders of Preferred
Securities upon dissolution of the Trust, such Junior Subordinated Debentures
will initially be issued as a Global Security (as defined below). As described
herein, under certain limited circumstances, Junior Subordinated Debentures may
be issued in certificated form in exchange for a Global Security. See
"Book-Entry and Settlement" below. In the event that Junior Subordinated
Debentures are issued in certificated form, such Junior Subordinated Debentures
will be in denominations of $25 and integral multiples thereof and may be
transferred or
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exchanged at the offices described below. Payments on Junior Subordinated
Debentures issued as a Global Security will be made to DTC, a successor
depositary or, in the event that no depositary is used, to a paying agent for
the Junior Subordinated Debentures.
In the event that Junior Subordinated Debentures are issued in certificated
form, payments of principal and interest will be payable, the transfer of the
Junior Subordinated Debentures will be registrable and Junior Subordinated
Debentures will be exchangeable for Junior Subordinated Debentures of other
denominations of a like aggregate principal amount at the corporate trust office
of the Indenture Trustee in The City of New York; provided that payment of
interest may be made at the option of the Company by check mailed to the address
of the persons entitled thereto and that the payment of principal with respect
to any Junior Subordinated Debenture will be made only upon surrender of such
Junior Subordinated Debenture to the Indenture Trustee.
If the Junior Subordinated Debentures are distributed to the holders of
Preferred Securities upon dissolution of the Trust, the Company will use its
best efforts to list the Junior Subordinated Debentures on the NYSE or on such
other exchange on which the Preferred Securities are then listed.
OPTIONAL REDEMPTION
Except as provided below, the Junior Subordinated Debentures may not be
redeemed prior to , 2001. The Company shall have the right to redeem
the Junior Subordinated Debentures, in whole or in part, from time to time, on
or after , 2001, upon not less than 30 nor more than 60 days notice,
at a redemption price equal to 100% of the principal amount to be redeemed, plus
any accrued and unpaid interest to the redemption date, including interest
accrued during an Extension Period. The Company will also have the right to
redeem the Junior Subordinated Debentures at any time upon the occurrence of a
Tax Event if certain conditions are met as described under "Description of the
Preferred Securities -- Special Event Redemption or Distribution."
If the Company gives a notice of redemption in respect of Junior
Subordinated Debentures (which notice will be irrevocable) then, by 12:00 noon,
New York City time, on the redemption date, the Company will deposit irrevocably
with the Indenture Trustee funds sufficient to pay the applicable redemption
price and will give irrevocable instructions and authority to pay such
redemption price to the holders of the Junior Subordinated Debentures. If notice
of redemption shall have been given and funds deposited as required, then, upon
the date of such deposit, interest will cease to accrue on the Junior
Subordinated Debentures called for redemption, such Junior Subordinated
Debentures will no longer be deemed to be outstanding and all rights of holders
of such Junior Subordinated Debentures so called for redemption will cease,
except the right of the holders of such Junior Subordinated Debentures to
receive the applicable redemption price, but without interest on such redemption
price. If any date fixed for redemption of Junior Subordinated Debentures is not
a Business Day, then payment of the redemption price payable on such date will
be made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay) except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date fixed for redemption. If payment of the redemption price
in respect of Junior Subordinated Debentures is improperly withheld or refused
and not paid by the Company, interest on such Junior Subordinated Debentures
will continue to accrue, from the original redemption date to the date of
payment, in which case the actual payment date will be considered the date fixed
for redemption for purposes of calculating the applicable redemption price. If
fewer than all the Junior Subordinated Debentures are to be redeemed, the Junior
Subordinated Debentures to be redeemed shall be selected by lot or pro rata or
in some other equitable manner determined by the Indenture Trustee.
In the event of any redemption in part, the Company shall not be required
to (i) issue, register the transfer of or exchange any Junior Subordinated
Debentures during a period beginning at the opening of business 15 days before
any selection for redemption of Junior Subordinated Debentures and ending at the
close of business on the earliest date on which the relevant notice of
redemption is deemed to have been given to all holders of Junior Subordinated
Debentures to be redeemed and (ii) register the transfer of or exchange
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any Junior Subordinated Debentures so selected for redemption, in whole or in
part, except the unredeemed portion of any Junior Subordinated Debentures being
redeemed in part. (Section 2.05)
INTEREST
The Junior Subordinated Debentures will bear interest at the rate of %
per annum from the original date of issuance. Interest will be payable monthly
in arrears on the last day of each month (each, an "Interest Payment Date"),
commencing on , 1996, to the person in whose name such Junior
Subordinated Debenture is registered, subject to certain exceptions, at the
close of business on the Business Day next preceding such Interest Payment Date.
In the event (i) the Preferred Securities shall not continue to remain in
book-entry only form or (ii) if, following distribution of the Junior
Subordinated Debentures to holders of Trust Securities upon dissolution of the
Trust as described under "Description of the Preferred Securities," the Junior
Subordinated Debentures shall not continue to remain in book-entry only form,
the relevant record date will be the fifteenth day of the month in which the
relevant Interest Payment Date occurs. Interest payable on any Junior
Subordinated Debenture that is not punctually paid or duly provided for on any
interest payment date will forthwith cease to be payable to the person in whose
name such Junior Subordinated Debenture is registered on the relevant record
date, and such defaulted interest will instead be payable to the person in whose
name such Junior Subordinated Debenture is registered on the special record date
or other specified date determined in accordance with the Indenture; provided,
however, that interest, shall not be considered payable by the Company on any
Interest Payment Date falling within an Extension Period unless the Company has
elected to make a full or partial payment of interest accrued on the Junior
Subordinated Debentures on such Interest Payment Date.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months and for any period shorter than a
30-day monthly interest period for which interest is computed, the amount of
interest payable will be computed on the basis of the actual number of days
elapsed. If any date on which interest is payable on the Junior Subordinated
Debentures is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.
OPTION TO EXTEND INTEREST PAYMENT PERIOD
So long as the Company is not in default in the payment of interest on the
Junior Subordinated Debentures, the Company shall have the right to extend the
interest payment period from time to time for a period not exceeding 60
consecutive monthly interest periods. The Company has no current intention of
exercising its right to extend an interest payment period. No interest shall be
due and payable during an Extension Period, except at the end thereof. During
any Extension Period, the Company shall not declare or pay any dividends on, or
redeem, purchase, acquire or make a distribution or liquidation payment with
respect to, any of its common stock or preferred stock or make any guarantee
payments with respect thereto; provided, however, that the foregoing
restrictions shall not apply to (i) dividends, redemptions, purchases,
acquisitions, distributions or payments made by the Company by way of issuance
of shares of its capital stock, (ii) payments of accrued dividends by the
Company upon the redemption, exchange or conversion of any preferred stock of
the Company as may be outstanding from time to time in accordance with the terms
of such preferred stock or (iii) cash payments made by the Company in lieu of
delivering fractional shares upon the redemption, exchange or conversion of any
preferred stock of the Company as may be outstanding from time to time in
accordance with the terms of such preferred stock.
The Company's outstanding preferred stock consists of $100 million stated
value of 6% Cumulative Convertible Redeemable Preferred Stock, Series A (the
"Convertible Preferred Stock") and $250 million stated value of 9% Cumulative
Redeemable Preferred Stock, Series C (the "Redeemable Preferred Stock"). The
Convertible Preferred Stock is redeemable at any time, in whole or in part, at
the option of the Company at redemption prices declining to $100 per share, plus
accrued and unpaid dividends, by December 16, 2004 and is subject to mandatory
redemption on December 15, 2014. The Convertible Preferred Stock is
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convertible, at the option of the holder, into shares of common stock, at any
time, in whole or in part, at a conversion price of $18.13 per share of common
stock, subject to adjustment. The Redeemable Preferred Stock is redeemable, at
the option of the Company, at any time after December 15, 1999, in whole or in
part, at a price of $100 per share, together with accrued but unpaid dividends.
The Redeemable Preferred Stock is subject to mandatory redemption on December
15, 2014.
Prior to the termination of any such Extension Period, the Company may
further extend the interest payment period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed 60
consecutive monthly interest periods and may not extend beyond the maturity of
the Junior Subordinated Debentures. On the first Interest Payment Date occurring
at or after the end of each Extension Period, the Company shall pay to the
holders of Junior Subordinated Debentures of record on the record date for such
Interest Payment Date (regardless of who the holders of record may have been on
other dates during the Extension Period) all accrued and unpaid interest on the
Junior Subordinated Debentures, together with interest thereon at the rate
specified for the Junior Subordinated Debentures to the extent permitted by
applicable law, compounded monthly ("Compounded Interest"). Upon the termination
of any Extension Period and the payment of all amounts then due, the Company may
commence a new Extension Period, subject to the above requirements. The Company
may also prepay at any time all or any portion of the interest accrued during an
Extension Period. Consequently, there could be multiple Extension Periods of
varying lengths throughout the term of the Junior Subordinated Debentures, each
not to exceed 60 consecutive monthly interest periods or to cause any extension
beyond maturity of the Junior Subordinated Debentures. The failure by the
Company to make interest payments during an Extension Period would not
constitute a default or an event of default under the Indenture or the Company's
currently outstanding indebtedness.
If the Property Trustee shall be the sole holder of the Junior Subordinated
Debentures, the Company shall give the Property Trustee notice of its selection
of such Extension Period one Business Day prior to the earlier of (i) the next
succeeding date on which the distributions on the Preferred Securities are
payable or (ii) the date the Trust is required to give notice to the NYSE (if
the Preferred Securities are then listed thereon) or other applicable
self-regulatory organization or to holders of the Preferred Securities of the
record date or payment date for such distribution. The Trust shall give notice
of the Company's selection of such Extension Period to the holders of the
Preferred Securities.
If Junior Subordinated Debentures have been distributed to holders of Trust
Securities, the Company shall give the holders of the Junior Subordinated
Debentures notice of its selection of such Extension Period ten Business Days
prior to the earlier of (i) the next succeeding Interest Payment Date or (ii)
the date the Company is required to give notice to the NYSE (if the Junior
Subordinated Debentures are then listed thereon) or other applicable
self-regulatory organization or to holders of the Junior Subordinated Debentures
of the record or payment date for such related interest payment.
COMPOUNDED INTEREST
Payments of Compounded Interest on the Junior Subordinated Debentures held
by the Trust will make funds available to pay any interest on distributions in
arrears in respect of the Preferred Securities pursuant to the terms thereof.
BOOK-ENTRY AND SETTLEMENT
If any Junior Subordinated Debentures are distributed to holders of
Preferred Securities (see "Description of the Preferred Securities"), such
Junior Subordinated Debentures will be issued in the form of one or more global
certificates (each a "Global Security") registered in the name of the depositary
or its nominee. Except under the limited circumstances described below, Junior
Subordinated Debentures represented by the Global Security will not be
exchangeable for, and will not otherwise be issuable as, Junior Subordinated
Debentures in definitive form. The Global Securities described above may not be
transferred except by the depositary to a nominee of the depositary or by a
nominee of the depositary to the depositary or another nominee of the depositary
or to a successor depositary or its nominee.
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The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in such a Global
Security.
Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Junior
Subordinated Debentures in definitive form and will not be considered the
holders (as defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Junior Subordinated Debentures
shall be exchangeable, except for another Global Security of like denomination
and tenor to be registered in the name of the depositary or its nominee or to a
successor depositary or its nominee. Accordingly, each Beneficial Owner must
rely on the procedures of the depositary or if such person is not a Participant,
on the procedures of the Participant through which such person owns its interest
to exercise any rights of a holder under the Indenture. If Junior Subordinated
Debentures are distributed to holders of Preferred Securities, DTC will act as
securities depositary for the Junior Subordinated Debentures.
For a description of DTC and DTC's book-entry system, see "Description of
Preferred Securities -- Book-Entry Only Issuance -- The Depository Trust
Company." As of the date of this Prospectus Supplement, the description herein
of DTC's book-entry system and DTC's practices as they relate to purchases,
transfers, notices and payments with respect to the Preferred Securities apply
in all material respects to any debt obligations represented by one or more
Global Securities held by DTC. The Company may appoint a successor to DTC or any
successor depositary in the event DTC or such successor depositary is unable or
unwilling to continue as a depositary for the Global Securities.
None of the Company, the Indenture Trustee, any paying agent and any other
agent of the Company or the Indenture Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a Global Security for such Junior
Subordinated Debentures or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
A Global Security shall be exchangeable for Junior Subordinated Debentures
registered in the names of persons other than the depositary or its nominee only
if (i) the depositary notifies the Company that it is unwilling or unable to
continue as a depositary for such Global Security and no successor depositary
shall have been appointed; (ii) the depositary, at any time, ceases to be a
clearing agency registered under the Exchange Act at which time the depositary
is required to be so registered to act as such depositary and no successor
depositary shall have been appointed; (iii) the Company, in its sole discretion,
determines that such Global Security shall be so exchangeable; or (iv) there
shall have occurred an Indenture Event of Default with respect to such Junior
Subordinated Debentures. Any Global Security that is exchangeable pursuant to
the preceding sentence shall be exchangeable for Junior Subordinated Debentures
registered in such names as the depositary shall direct. It is expected that
such instructions will be based upon directions received by the depositary from
its Participants with respect to ownership of beneficial interests in such
Global Security.
RELATIONSHIP BETWEEN THE PREFERRED SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND
THE PREFERRED SECURITIES GUARANTEE
As set forth in the Declaration, the Trust exists for the sole purpose of
(a) issuing and selling the Trust Securities evidencing undivided beneficial
interests in the assets of the Trust and investing the proceeds from such
issuance and sale in the Junior Subordinated Debentures and (b) engaging in such
other activities as are necessary, convenient or incidental thereto.
As long as payments of interest and other payments are made when due on the
Junior Subordinated Debentures, such payments will be sufficient to cover
distributions and other payments due on the Preferred Securities primarily
because (i) the aggregate principal amount of Junior Subordinated Debentures
held as trust assets will be equal to the sum of the aggregate stated
liquidation amount of the Preferred Securities and the proceeds received by the
Trust upon issuance of the Common Securities to the Company; (ii) the interest
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rate and interest and other payment dates on the Junior Subordinated Debentures
will match the distribution rate and distribution and other payment dates for
the Preferred Securities; (iii) the Declaration provides that the Company shall
pay for all debts and obligations (other than with respect to the Trust
Securities) and all costs and expenses of the Trust, including any taxes and all
costs and expenses with respect thereto, to which the Trust may become subject,
except for United States withholding taxes; and (iv) the Declaration further
provides that the Trustees shall not cause or permit the Trust, among other
things, to engage in any activity that is not consistent with the limited
purposes of the Trust. With respect to clause (iii) above, however, no assurance
can be given that the Company will have sufficient resources to enable it to pay
such debts, obligations, costs and expenses on behalf of the Trust.
Payments of distributions and other payments due on the Preferred
Securities are guaranteed by the Company on a subordinated basis as and to the
extent set forth under "Description of the Preferred Securities Guarantees," in
the accompanying Prospectus. If the Company does not make interest or other
payments on the Junior Subordinated Debentures, the Trust will not make
distributions or other payments on the Preferred Securities. Under the
Declaration, if and to the extent the Company does make interest or other
payments on the Junior Subordinated Debentures, the Property Trustee is
obligated to make distributions or other payments on the Preferred Securities.
The Preferred Securities Guarantee is a full and unconditional guarantee from
the time of issuance of the Preferred Securities, but the Preferred Securities
Guarantee covers distributions and other payments on the Preferred Securities
only if and to the extent that the Company has made a payment to the Property
Trustee of interest or principal on the Junior Subordinated Debentures deposited
in the Trust as trust assets.
The Property Trustee will have the power to exercise all rights, powers and
privileges under the Indenture with respect to the Junior Subordinated
Debentures, including its rights as the holder of the Junior Subordinated
Debentures to enforce the Company's obligations under the Junior Subordinated
Debentures upon the occurrence of an Indenture Event of Default, and will also
have the right to enforce the Preferred Securities Guarantee on behalf of the
holders of the Preferred Securities. In addition, the holders of at least a
majority in liquidation amount of the Preferred Securities will have the right
to direct the Property Trustee with respect to certain matters under the
Declaration and the Preferred Securities Guarantee. If the Property Trustee
fails to enforce its rights under the Indenture, any holder of Preferred
Securities may, to the extent permitted by applicable law, after a period of 30
days has elapsed from such holder's written request to the Property Trustee to
enforce such rights, institute a legal proceeding against the Company to enforce
such rights. If the Property Trustee fails to enforce the Preferred Securities
Guarantee, to the extent permitted by applicable law, any holder of Preferred
Securities may institute a legal proceeding directly against the Company to
enforce the Property Trustee's rights under the Preferred Securities Guarantee.
See "Description of the Preferred Securities" and "Description of the Preferred
Securities Guarantees" in the accompanying Prospectus.
The above mechanisms and obligations, taken together, provide a full and
unconditional guarantee by the Company of payments due on the Preferred
Securities.
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TAXATION
In the opinion of Cravath, Swaine & Moore, counsel to the Company and the
Trust, the following are the material United States Federal income tax
consequences of the ownership and disposition of Preferred Securities. Unless
otherwise stated, this summary deals only with Preferred Securities held as
capital assets by holders who acquire the Preferred Securities upon original
issuance ("Initial Holders"). It does not deal with special classes of holders,
such as dealers in securities or currencies, life insurance companies, persons
holding Preferred Securities as part of a straddle or as part of a hedging or
conversion transaction, or persons whose functional currency is not the United
States dollar. This summary is based on the Internal Revenue Code of 1986, as
amended (the "Code"). Treasury Regulations thereunder and administrative and
judicial interpretations thereof are of the date hereof, all of which are
subject to change (possibly on a retroactive basis).
INVESTORS ARE ADVISED TO CONSULT THEIR TAX ADVISORS AS TO THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF PREFERRED
SECURITIES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF
ANY STATE, LOCAL OR OTHER TAX LAWS.
CLASSIFICATION OF THE TRUST
In connection with the issuance of the Preferred Securities, Cravath,
Swaine & Moore will render its opinion to the effect that, under then current
law and assuming full compliance with the terms of the Declaration, the Trust
will be classified for United States Federal income tax purposes as a grantor
trust and not as an association taxable as a corporation. Accordingly, each
holder of Preferred Securities (a "Securityholder") will be considered the owner
of a pro rata portion of the Junior Subordinated Debentures held by the Trust.
Accordingly, each Securityholder will be required to include in gross income his
pro rata share of income accrued on the Junior Subordinated Debentures.
CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES
In connection with the issuance of the Junior Subordinated Debentures,
Cravath, Swaine & Moore will render its opinion generally to the effect that,
under then current law and assuming full compliance with the Indenture, the
Junior Subordinated Notes will be classified for United States Federal income
tax purposes as indebtedness of the Company.
ACCRUAL OF ORIGINAL ISSUE DISCOUNT AND PREMIUM
The Company has the option, under the terms of the Junior Subordinated
Debentures, to defer payments of interest thereon by extending interest payment
periods for up to 60 consecutive months. As a result, it is believed that the
Junior Subordinated Debentures will be considered to have been issued with
"original issue discount" and the Company intends to take that position in
filing related information returns. Accordingly, each Securityholder, including
a taxpayer who otherwise uses the cash method of accounting, will be required to
include his pro rata share of original issue discount on the Junior Subordinated
Debentures in income as it accrues, in accordance with a constant yield method
based on a compounding of interest, before the receipt of cash distributions on
the Preferred Securities. Generally, all of a Securityholder's taxable interest
income with respect to the Junior Subordinated Debentures will be accounted for
as "original issue discount" and actual distributions of stated interest will
not be separately reported as taxable income. So long as the interest payment
period is not extended, cash distributions received by an initial Holder for any
monthly interest period (assuming no disposition prior to the record date for
such distribution) will equal or exceed the sum of the daily accruals of income
for such monthly interest period, assuming the issue price (as defined below) of
the Junior Subordinated Debentures is $25.
The total amount of "original issue discount" on the Junior Subordinated
Debentures will equal the difference between the "issue price" of the Junior
Subordinated Debentures and their "stated redemption price at maturity." Because
the Company has the right to extend the interest payment period of the Junior
Subordinated Debentures, all the stated interest payments on the Junior
Subordinated Debentures will be includible in determining their "stated
redemption price at maturity." The "issue price" of each $25 principal
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amount of Junior Subordinated Debentures will be equal to the first price to the
public at which a substantial amount of the Preferred Securities is sold for
cash, which is expected to be $25.
A Securityholder's initial tax basis for his pro rata share of the Junior
Subordinated Debentures will be equal to such Securityholder's pro rata share of
their "issue price," and will be increased by original issue discount accrued
with respect to Securityholder's pro rata share of the Junior Subordinated
Debentures, and reduced by the amount of cash distributions with respect
thereto. No portion of the amounts received on the Preferred Securities will be
eligible for the dividends received deduction.
POTENTIAL EXTENSION OF PAYMENT PERIOD ON THE JUNIOR SUBORDINATED DEBENTURES
Securityholders will continue to accrue original issue discount with
respect to their pro rata share of the Junior Subordinated Debentures during an
Extension Period, and any holders who dispose of Preferred Securities prior to
the record date for the payment of interest following such Extended Period will
not receive from the Trust any cash related thereto.
DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES TO HOLDERS OF PREFERRED
SECURITIES
Under current law, a distribution by the Trust of the Junior Subordinated
Debentures as described under the caption "Description of the Preferred
Securities--Special Event Redemption or Distribution" will be non-taxable and
will result in the Securityholder receiving directly such Securityholder's pro
rata share of the Junior Subordinated Debentures previously held indirectly
through the Trust, with a holding period and tax basis equal to the holding
period and adjusted tax basis such Securityholder was considered to have had in
such Securityholder's pro rata share of the underlying Junior Subordinated
Debentures immediately prior to such distribution.
MARKET DISCOUNT AND BOND PREMIUM
Securityholders other than Initial Holders may be considered to have
acquired their pro rata interest in the Junior Subordinated Debentures with
market discount, acquisition premium or amortizable bond premium. Such holders
are advised to consult their tax advisors as to the income tax consequences of
the acquisition, ownership and disposition of the Preferred Securities.
DISPOSITION OF THE PREFERRED SECURITIES
Upon a sale, exchange or other disposition of the Preferred Securities
(including a distribution of cash in redemption of a Securityholder's Preferred
Securities upon redemption or repayment of the underlying Junior Subordinated
Debentures, but excluding the distribution of Junior Subordinated Debentures), a
Securityholder will be considered to have disposed of all or part of such
Securityholder's pro rata share of the Junior Subordinated Debentures, and will
recognize gain or loss equal to the difference between the amount realized and
the Securityholder's adjusted tax basis in such Securityholder's pro rata share
of the underlying Junior Subordinated Debentures deemed disposed of. Gain or
loss will be capital gain or loss (except to the extent of any accrued market
discount with respect to such Securityholder's pro rata share of the Junior
Subordinated Debentures not previously included in income). See "Market Discount
and Bond Premium" above. Such gain or loss will be long-term capital gain or
loss if the Preferred Securities have been held for more than one year.
The Preferred Securities may trade at a price that does not fully reflect
the value of accrued but unpaid interest with respect to the underlying Junior
Subordinated Debentures. A Securityholder who disposes of such Securityholder's
Preferred Securities between record dates for payments of distributions thereon
will nevertheless be required to include accrued but unpaid interest on the
Junior Subordinated Debentures through the date of disposition in income as
ordinary income, and to add such amount to such Securityholder's adjusted tax
basis in such Securityholder's pro rata share of the underlying Junior
Subordinated Debentures deemed disposed of. Accordingly, such a Securityholder
will recognize a capital loss to the extent the selling price (which may not
fully reflect the value of accrued but unpaid interest) is less than the
Securityholder's adjusted tax basis (which will include accrued but unpaid
interest). Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States Federal income tax purposes.
S-30
<PAGE> 33
UNITED STATES ALIEN HOLDERS
For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership or a non-resident fiduciary of a foreign estate or trust.
Under present United States Federal income tax law:
(i) payments by the Trust or any of its paying agents to any holder of
a Preferred Security who or which is a United States Alien Holder will not
be subject to United States Federal withholding tax, provided that (a) the
beneficial owner of the Preferred Security does not actually or
constructively own 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote; (b) the beneficial owner
of the Preferred Security is not a controlled foreign corporation that is
related to the Company through stock ownership; and (c) either (A) the
beneficial owner of the Preferred Security certifies to the Trust or its
agent, under penalties of perjury, that it is not a United States holder
and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution") and holds the Preferred Security certifies to the Trust or
its agent under penalties of perjury that such statement has been received
from the beneficial owner by it or by a Financial Institution between it
and the beneficial owner and furnishes the Trust or its agent with a copy
thereof; and
(ii) A United States Alien Holder of a Preferred Security will not be
subject to United States Federal withholding tax on any gain realized upon
the sale or other disposition of a Preferred Security.
INFORMATION REPORTING TO HOLDERS
The Trust will report the original issue discount that accrued during the
year with respect to the Junior Subordinated Debentures, and any gross proceeds
received by the Trust from the retirement or redemption of the Junior
Subordinated Debentures, annually to the holders of record of the Preferred
Securities and the Internal Revenue Service. The Trust currently intends to
deliver such reports to holders of record prior to January 31 following each
calendar year. It is anticipated that persons who hold Preferred Securities as
nominees for beneficial holders will report the required tax information to
beneficial holders on Form 1099-OID.
BACKUP WITHHOLDING
Payments made on, and proceeds from the sale of, Preferred Securities may
be subject to a "backup" withholding tax of 31% unless the holder complies with
certain identification requirements. Any withheld amounts will generally be
allowed as a credit against the holder's Federal income tax, provided the
required information is timely filed with the Internal Revenue Service.
POSSIBLE TAX LAW CHANGES
Certain recent legislative proposals would prevent the Company from
deducting interest on the Junior Subordinated Debentures, and there can be no
assurance that future legislation would not have this effect. Such legislation
would constitute a Tax Event and could result in the distribution of the Junior
Subordinated Debentures to holders of the Preferred Securities or, in certain
circumstances, the redemption of the Junior Subordinated Debentures by the
Company and the distribution of the resulting cash in redemption of the
Preferred Securities. See "Description of the Preferred Securities -- Special
Event Redemption or Distribution."
S-31
<PAGE> 34
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated the date hereof (the "Underwriting Agreement"), the Company and the Trust
have agreed that the Trust will sell to each of the Underwriters named below,
and each of the Underwriters, for whom PaineWebber Incorporated is acting as
representative (the "Representative"), has severally agreed to purchase from the
Trust, the number of Preferred Securities set forth opposite its name below.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER PREFERRED SECURITIES
------------------------------------------------------------ --------------------
<S> <C>
PaineWebber Incorporated....................................
----------
Total.............................................
==========
</TABLE>
In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all the
Preferred Securities offered hereby if any Preferred Securities are purchased by
the Underwriters. In the event of default by an Underwriter, the Underwriting
Agreement provides that, in certain circumstances, the purchase commitment of
the nondefaulting Underwriters may be increased or the Underwriting Agreement
may be terminated.
The Company has been advised by the Representative that the Underwriters
propose initially to offer the Preferred Securities to the public at the public
offering price set forth on the cover page of this Prospectus Supplement, and to
certain dealers at such price less a concession not in excess of $ per
Preferred Security. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per Preferred Security to certain brokers
and dealers. After the initial public offering, the public offering price and
such concessions may be changed.
In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Junior Subordinated Debentures of the
Company, the Underwriting Agreement provides that the Company will pay as
compensation ("Underwriters' Compensation") for the Underwriters' arranging the
investment therein of such proceeds $ per Preferred Security or
$ in the aggregate ($ in the aggregate if the Underwriters'
overallotment option is exercised in full) for the accounts of the several
Underwriters.
Pursuant to the Underwriting Agreement, the Trust has granted to the
Underwriters an option, exercisable for 30 days from the date hereof, to
purchase up to additional Preferred Securities at the price to public set forth
on the cover page hereof. The Underwriters may exercise such option to purchase
solely for the purpose of covering overallotments, if any, made in connection
with the offering. The Company will pay Underwriters' Compensation in the amount
per Preferred Security set forth above with respect to such additional Preferred
Securities. To the extent such option is exercised, each Underwriter will become
obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional Preferred Securities as the number set forth next
to such Underwriter's name in the preceding table bears to the total number of
Preferred Securities offered by the Underwriters hereby.
During a period of days from the date of this Prospectus Supplement,
neither the Trust nor the Company will, without the prior written consent of the
Representative, directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of, any Preferred Securities, any security
convertible into or exchangeable into or exercisable for Preferred Securities or
Junior Subordinated Debentures or any debt securities substantially similar to
the Junior Subordinated Debentures or equity securities substantially similar to
the Preferred Securities (except for the Junior Subordinated Debentures and the
Preferred Securities offered hereby).
S-32
<PAGE> 35
Application will be made to list the Preferred Securities on the NYSE.
PaineWebber has advised the Trust that it intends to make a market in the
Preferred Securities. PaineWebber will have no obligation to make a market in
the Preferred Securities, however, and may cease market making activities, if
commenced, at any time.
Prior to this offering, there has been no public market for the Preferred
Securities. In order to meet one of the requirements for listing the Preferred
Securities on the NYSE, the Underwriters will undertake to sell lots of 100 or
more Preferred Securities to a minimum of 400 beneficial holders.
The Representative is a wholly-owned subsidiary of the Company. The
underwriting of the Preferred Securities offered hereby is being conducted in
accordance with Rule 2720 of the NASD Conduct Rules.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, or
contribute to payments which the Underwriters may be required to make in respect
thereof.
S-33
<PAGE> 36
SUBJECT TO COMPLETION, DATED OCTOBER 10, 1996
PROSPECTUS
PAINE WEBBER GROUP INC.
JUNIOR SUBORDINATED DEBT SECURITIES
PWG CAPITAL TRUST I
PWG CAPITAL TRUST II
PWG CAPITAL TRUST III
PWG CAPITAL TRUST IV
PREFERRED SECURITIES GUARANTEED
TO THE EXTENT SET FORTH HEREIN BY
PAINE WEBBER GROUP INC.
Paine Webber Group Inc. (the "Company") may offer, from time to time, junior
subordinated debt securities (the "Junior Subordinated Debt Securities")
consisting of debentures, notes or other evidences of indebtedness in one or
more series and in amounts, at prices and on terms to be determined at or prior
to the time of any such offering. The Junior Subordinated Debt Securities when
issued will be unsecured obligations of the Company. The Company's obligations
under the Junior Subordinated Debt Securities will be subordinate and junior in
right of payment to all Senior Indebtedness (as defined herein) of the Company.
PWG Capital Trust I, PWG Capital Trust II, PWG Capital Trust III and PWG
Capital Trust IV (the "PWG Trusts"), each a statutory business trust formed
under the laws of the State of Delaware, may offer and sell, from time to time,
preferred securities ("Preferred Securities") representing undivided beneficial
interests in the assets of the respective PWG Trust. The payment of periodic
cash distributions ("distributions") with respect to Preferred Securities of a
PWG Trust out of moneys held by the Property Trustee (as defined herein) and
payments on liquidation of such PWG Trust and on redemption of Preferred
Securities of such PWG Trust will be guaranteed by the Company as and to the
extent described herein (each such guarantee, a "Preferred Securities
Guarantee"). See "Description of the Preferred Securities Guarantees." The
Company's obligation under each Preferred Securities Guarantee is an unsecured
obligation of the Company and will rank (i) subordinate and junior in right of
payment to all other indebtedness, liabilities and obligations of the Company
and any guarantees, endorsements or other contingent obligations of the Company
in respect of such indebtedness, liabilities or obligations, including the
Junior Subordinated Debt Securities, except those made pari passu or subordinate
by their terms, and (ii) senior to all capital stock now or hereafter issued by
the Company and to any guarantee now or hereafter entered into by the Company in
respect of any of its capital stock. Junior Subordinated Debt Securities may be
issued and sold, from time to time, in one or more series by the Company to a
PWG Trust, or a trustee of such PWG Trust, in connection with the investment of
the proceeds from the offering of Preferred Securities and Common Securities (as
defined herein) of such PWG Trust. The Junior Subordinated Debt Securities
purchased by a PWG Trust may be subsequently distributed pro rata to holders of
Preferred Securities and Common Securities of such PWG Trust in connection with
the dissolution of such PWG Trust upon the occurrence of certain events as may
be described in an accompanying Prospectus Supplement.
Specific terms of the Junior Subordinated Debt Securities of any series or
the Preferred Securities of any PWG Trust in respect of which this Prospectus is
being delivered (the "Offered Securities") will be set forth in a Prospectus
Supplement with respect to such Offered Securities, which will describe, without
limitation and where applicable, the following: (i) in the case of Junior
Subordinated Debt Securities, the specific designation, aggregate principal
amount, authorized denomination, maturity, premium, if any, redemption or
sinking fund provisions, if any, interest rate (which may be fixed or variable),
if any, time and method of calculating interest payments, if any, dates on which
premium, if any, and interest, if any, will be payable, right of the Company, if
any, to defer payment of interest on the Junior Subordinated Debt Securities and
the maximum length of such deferral period, the initial public offering price,
and any listing on a securities exchange and other specific terms of the
offering; and (ii) in the case of Preferred Securities, the specific
designation, number of securities, liquidation amount per security, initial
public offering price, and any listing on a securities exchange, distribution
rate (or method of calculation thereof), dates on which distributions shall be
payable and dates from which distributions shall accrue, voting rights (if any),
terms for any conversion or exchange into other securities, any redemption or
sinking fund provisions, any other rights, preferences, privileges, limitations
or restrictions relating to the Preferred Securities and the terms upon which
the proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Junior Subordinated Debt Securities of the Company. Unless
otherwise indicated in an accompanying Prospectus Supplement, the Company does
not intend to list any of the Offered Securities on a national securities
exchange.
The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering. Any Prospectus Supplement relating to any
series of Offered Securities will contain information concerning certain United
States Federal income tax considerations, if applicable, to the Offered
Securities. By separate prospectus, the form of which is included in the
Registration Statement of which this Prospectus is a part, the Company may offer
from time to time senior debt securities and/or subordinated debt securities
each of which will be direct, unsecured obligations of the Company. The
aggregate initial public offering price of the securities to be offered by this
Prospectus and such other prospectus shall not exceed $500,000,000.
The Offered Securities may be sold (i) directly to purchasers, (ii) through
agents designated from time to time, (iii) to dealers or (iv) through
underwriters or a group of underwriters. If agents of the Company and/or any PWG
Trust or underwriters are involved in the sale of the Offered Securities, their
names will be set forth in the applicable Prospectus Supplement. If agents of
the Company and/or any PWG Trust, or underwriters or dealers are involved in the
sale of the Offered Securities, descriptions of their compensation and
indemnification arrangements and the net proceeds to the Company and/or any PWG
Trust will be set forth in the applicable Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF OFFERED SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
---------------------
This Prospectus and the related Prospectus Supplement may be used by the
Company, PaineWebber Incorporated ("PaineWebber"), a wholly owned subsidiary of
the Company, or other affiliates of the Company in connection with offers and
sales related to secondary market transactions in the Offered Securities at
negotiated prices related to prevailing market prices at the time of sale or
otherwise. PaineWebber or such other Company affiliates may act as principal or
agent in such transactions.
---------------------
The date of this Prospectus is , 1996.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
<PAGE> 37
IN CONNECTION WITH AN OFFERING OR DISTRIBUTION, THE UNDERWRITERS OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE AGENTS FOR SUCH OFFERING OR DISTRIBUTION
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE OFFERED SECURITIES AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by the Company, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at http://www.sec.gov. In
addition, reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, Inc. (the
"NYSE"), 20 Broad Street, New York, New York and the Pacific Stock Exchange, 301
Pine Street, San Francisco, California.
This Prospectus constitutes a part of the Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933 (the
"Securities Act") with respect to the Offered Securities. This Prospectus does
not contain all of the information set forth in such Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. Reference is made to such Registration Statement and to the
exhibits relating thereto for further information with respect to the Company,
the PWG Trusts and the Offered Securities. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission or incorporated by
reference herein are not necessarily complete, and in each instance reference is
made to the copy of such document so filed for a more complete description of
the matter involved. Each such statement is qualified in its entirety by such
reference.
No separate financial statements of any of the PWG Trusts have been
included or incorporated by reference herein. The Company and the PWG Trusts do
not consider that such financial statements would be material to holders of the
Preferred Securities because (i) all the voting securities of each PWG Trust
will be owned, directly or indirectly, by the Company, a reporting company under
the Exchange Act, (ii) each PWG Trust is a newly formed special purpose entity,
has no operating history, has no independent operations and is not engaged in,
and does not propose to engage in, any activity other than issuing Trust
Securities (as defined herein) representing undivided beneficial interests in
the assets of such PWG Trust and investing the proceeds thereof in Junior
Subordinated Debt Securities issued by the Company and (iii) the obligations of
each PWG Trust under the Preferred Securities of PWG Trust will be fully and
unconditionally guaranteed by the Company as and to the extent described herein.
See "The PWG Trusts," "Description of the Preferred Securities," "Description of
the Preferred Securities Guarantees" and "Description of the Junior Subordinated
Debt Securities." The PWG Trusts are statutory business trusts formed under the
laws of the State of Delaware. The Company, as of the date of this Prospectus,
beneficially owns all the beneficial interests in each PWG Trust. Each holder of
Preferred Securities of a PWG Trust will be furnished annually with unaudited
financial statements of such Trust as soon as available after the end of the
Trust's fiscal year.
2
<PAGE> 38
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996 and the Company's Current Report on Form 8-K
dated January 18, 1996, as filed with the Commission pursuant to the Exchange
Act (File No. 1-7367), are hereby incorporated by reference in this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Offered Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
respective date of filing of each such document. Any statement contained herein,
in any Prospectus Supplement or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein, in any
Prospectus Supplement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge upon written or oral request by any
person, including any beneficial owner, to whom this Prospectus is delivered, a
copy of any of or all the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Requests for such copies should be directed to Assistant
Secretary, Paine Webber Group Inc., 1285 Avenue of the Americas, New York, New
York 10019, telephone (212) 713-2722.
------------------------
USE OF PROCEEDS
Each PWG Trust will use all proceeds received from the sale of its Trust
Securities to purchase Junior Subordinated Debt Securities from the Company.
Unless otherwise set forth in the applicable Prospectus Supplement,
proceeds from the sale of Junior Subordinated Debt Securities will be used by
the Company for general corporate purposes, including , but not limited to,
funding investments in or extensions of credit to subsidiaries, repayments of
indebtedness of the Company or its subsidiaries, and possible acquisitions. The
precise amount and timing of the application of the funds will depend upon
future requirements and the availability of other funds to the Company and its
subsidiaries. Management of the Company expects that the Company and its
subsidiaries will engage in additional financings as needs arise.
RATIOS OF EARNINGS
TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends for the Company
for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS
YEARS ENDED DECEMBER 31 ENDED
---------------------------------------- JUNE 30
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............ 1.2 1.4 1.3 1.0 1.1 1.3
Ratio of earnings to combined fixed charges
and preferred stock dividends............... 1.2 1.3 1.3 1.0 1.0 1.3
</TABLE>
For purposes of computing the ratio of earnings to fixed charges and the
ratio of earnings to combined fixed charges and preferred stock dividends,
"earnings" consist of earnings before taxes on income and fixed charges and
"fixed charges" consist of interest expense incurred on securities sold under
repurchase agreements, short-term and long-term borrowings and that portion of
rental expense estimated to be representative of the interest factor.
3
<PAGE> 39
THE COMPANY
Paine Webber Group Inc. is a holding company which, together with its
operating subsidiaries, forms one of the largest full-service securities and
commodities firms in the industry. Founded in 1879, the Company employs
approximately 15,800 people in 302 offices worldwide.
The Company's principal line of business is to serve the investment and
capital needs of individual, corporate, institutional and public agency clients
through its broker-dealer subsidiary, PaineWebber, and other specialized
subsidiaries. The Company holds memberships in all major securities and
commodities exchanges in the United States, and makes a market in many
securities traded on Nasdaq National Market or on other over-the-counter
markets. Additionally, PaineWebber is a primary dealer in U.S. government
securities.
The Company is comprised of interrelated business groups, including
Research, the Private Client Group, the Municipal Securities Group, Investment
Banking, Asset Management, Global Fixed Income and Commercial Real Estate, and
Global Equities and Transaction Services, which utilize common operational and
administrative personnel and facilities.
The Research Group provides investment advice to institutional and
individual investors, and other business areas of the Company, on approximately
890 companies in 62 industry sectors.
The Private Client Group consists primarily of a domestic branch office
system and consumer product groups through which PaineWebber and certain other
subsidiaries provide clients with financial services and products, including the
purchase and sale of securities, option contracts, commodity and financial
futures contracts, fixed income instruments, mutual funds, trusts and selected
insurance products. The Company may act as a principal or agent in providing
these services. Fees charged vary according to the size and complexity of a
transaction, and the activity level of a client's account.
The Municipal Securities Group originates, underwrites, sells and trades
taxable and tax-exempt issues for municipal and public agency clients.
Through the Investment Banking group, the Company provides financial advice
to, and raises capital for, a broad range of domestic and international
corporate clients. Investment Banking manages and underwrites public and private
offerings, participates as an underwriter in syndicates of public offerings
managed by others, and provides advice in connection with mergers and
acquisitions, restructurings and recapitalizations.
The Asset Management group is comprised of Mitchell Hutchins Asset
Management Inc. ("MHAM"), Mitchell Hutchins Institutional Investors Inc.
("MHII") and Mitchell Hutchins Investment Advisory division ("MHIA"). MHAM and
MHII provide investment advisory and portfolio management services to pension
and endowment funds. MHAM also provides investment advisory and portfolio
management services to individuals and mutual funds. MHIA provides portfolio
management services to individuals, trusts and institutions.
Through the Global Fixed Income and Global Equities Groups, the Company
places securities for, and executes trades on behalf of, institutional clients
both domestically and internationally. In addition, the Company takes positions
in both listed and over-the-counter equity securities and fixed income
securities to facilitate client transactions or for the Company's own account.
The Commercial Real Estate Group provides a full range of capital market
services to real estate clients, including underwriting of debt and equity
securities, principal lending activity, debt restructuring, property sales and
bulk sales services, and a broad range of other advisory services.
The Transaction Services Group includes correspondent services, prime
brokerage and securities lending businesses, and specialist trading. Through
Correspondent Services Corporation, the Company provides execution and clearing
services to broker-dealers in the U.S. and overseas. The Company also acts as a
specialist responsible for executing transactions and maintaining an orderly
market in certain securities.
The Company's businesses operate in one of the nation's most highly
regulated industries. Violations of applicable regulations can result in the
revocation of broker-dealer licenses, the imposition of censures or fines, and
the suspension or expulsion of a firm. The Company's businesses are regulated by
various agencies,
4
<PAGE> 40
including the Commission, the NYSE, the Commodity Futures Trading Commission and
the National Association of Securities Dealers, Inc. (the "NASD").
The Company's principal executive offices are located at 1285 Avenue of the
Americas, New York, New York 10019 (Telephone: (212) 713-2000).
For purposes of the foregoing description, all references to the "Company"
refer collectively to Paine Webber Group Inc. and its operating subsidiaries,
unless the context otherwise requires.
THE PWG TRUSTS
Each of PWG Capital Trust I, PWG Capital Trust II, PWG Capital Trust III
and PWG Capital Trust IV is a statutory business trust formed on October 7, 1996
under the Delaware Business Trust Act (the "Business Trust Act") pursuant to a
separate declaration of trust among the Trustees (as defined herein) of such PWG
Trust and the Company and the filing of a certificate of trust with the
Secretary of State of the State of Delaware. Such declaration will be amended
and restated in its entirety (as so amended and restated, the "Declaration")
substantially in the form filed as an exhibit to the Registration Statement of
which this Prospectus forms a part, as of the date the Preferred Securities of
such PWG Trust are initially issued. Each Declaration will be qualified under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
This description summarizes the material terms of the Declarations and is
qualified in its entirety by reference to the form of Declaration, which has
been filed as an exhibit to the Registration Statement of which this Prospectus
is a part, and the Trust Indenture Act.
TRUST SECURITIES
Upon issuance of any Preferred Securities by a PWG Trust, the holders
thereof will own all the issued and outstanding Preferred Securities of such PWG
Trust. The Company will acquire securities representing common undivided
beneficial interests in the assets of each PWG Trust (the "Common Securities"
and, together with the Preferred Securities, the "Trust Securities") in an
amount equal to at least 3% of the total capital of such PWG Trust and will own,
directly or indirectly, all the issued and outstanding Common Securities of each
PWG Trust. The Preferred Securities and the Common Securities will rank pari
passu with each other and will have equivalent terms; provided that (i) if a
Declaration Event of Default (as defined herein) under the Declaration of a PWG
Trust occurs and is continuing, the holders of Preferred Securities of such PWG
Trust will have a priority over holders of the Common Securities of such PWG
Trust with respect to payments in respect of distributions and payments upon
liquidation, redemption and maturity and (ii) holders of Common Securities have
the exclusive right (subject to the terms of the Declaration) to appoint, remove
or replace the Trustees and to increase or decrease the number of Trustees. Each
PWG Trust exists for the purpose of (a) issuing its Preferred Securities, (b)
issuing its Common Securities to the Company, (c) investing the gross proceeds
from the sale of the Trust Securities in Junior Subordinated Debt Securities of
the Company and (d) engaging in only such other activities as are necessary,
convenient or incidental thereto. The rights of the holders of the Preferred
Securities, including economic rights, rights to information and voting rights,
are set forth in the applicable Declaration, the Business Trust Act and the
Trust Indenture Act.
POWERS AND DUTIES OF TRUSTEES
The number of trustees (the "Trustees") of each PWG Trust shall initially
be five. Three of such Trustees (the "Regular Trustees") are individuals who are
employees or officers of the Company. The fourth such trustee will be The Chase
Manhattan Bank, which is unaffiliated with the Company and which will serve as
the property trustee (the "Property Trustee") and act as the indenture trustee
for purposes of the Trust Indenture Act. The fifth such trustee is Chase
Manhattan Bank Delaware, an affiliate of The Chase Manhattan Bank that has its
principal place of business in the State of Delaware (the "Delaware Trustee").
Pursuant to each Declaration, legal title to the Junior Subordinated Debt
Securities purchased by a PWG Trust will be held by the Property Trustee for the
benefit of the holders of the Trust Securities of such PWG
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Trust, and the Property Trustee will have the power to exercise all rights,
powers and privileges under the Indenture (as defined under "Description of the
Junior Subordinated Debt Securities") with respect to such Junior Subordinated
Debt Securities. In addition, the Property Trustee will maintain exclusive
control of a segregated non-interest-bearing bank account (the "Property
Account") to hold all payments in respect of the Junior Subordinated Debt
Securities purchased by a PWG Trust for the benefit of the holders of Trust
Securities. The Property Trustee will promptly make distributions to the holders
of the Trust Securities of a PWG Trust out of funds from the Property Account of
such PWG Trust. The Preferred Securities Guarantees are separately qualified
under the Trust Indenture Act and will be held by The Chase Manhattan Bank,
acting in its capacity as indenture trustee with respect thereto, for the
benefit of the holders of the applicable Preferred Securities. As used in this
Prospectus and any accompanying Prospectus Supplement, the term "Property
Trustee" with respect to a PWG Trust refers to The Chase Manhattan Bank acting
either in its capacity as a Trustee under the relevant Declaration and the
holder of legal title to the Junior Subordinated Debt Securities purchased by
such Trust or in its capacity as indenture trustee under, and the holder of, the
applicable Preferred Securities Guarantee, as the context may require. The
Company, as the direct or indirect owner of all the Common Securities of each
PWG Trust, will have the exclusive right (subject to the terms of the related
Declaration) to appoint, remove or replace Trustees and to increase or decrease
the number of Trustees, provided that the number of Trustees shall be at least
five and the majority of Trustees shall be Regular Trustees. The term of a PWG
Trust will be set forth in the applicable Prospectus Supplement, but may
terminate earlier as provided in the Declaration of such PWG Trust.
The duties and obligations of the Trustees of a PWG Trust shall be governed
by the Declaration of such PWG Trust. Under its Declaration, each PWG Trust
shall not, and the Trustees of such PWG Trust shall cause such PWG Trust not to,
engage in any activity other than in connection with the purposes of such PWG
Trust or other than as required or authorized by such Declaration. In
particular, each PWG Trust shall not, and the Trustees of such PWG Trust shall
cause such PWG Trust not to, (a) invest any proceeds received by such PWG Trust
from holding the Junior Subordinated Debt Securities purchased by such PWG
Trust, but shall promptly distribute from the Property Account of such PWG Trust
all such proceeds to holders of its Trust Securities pursuant to the terms of
the Declaration of such PWG Trust and of such Trust Securities; (b) acquire any
assets other than as expressly provided in such Declaration; (c) possess Trust
property for other than a Trust purpose; (d) make any loans, other than loans
represented by such Junior Subordinated Debt Securities; (e) possess any power
or otherwise act in such a way as to vary the assets of such PWG Trust or the
terms of its Trust Securities in any way whatsoever; (f) issue any securities or
other evidences of beneficial ownership of, or beneficial interests in, such PWG
Trust other than its Trust Securities; (g) incur any indebtedness for borrowed
money or (h)(i) direct the time, method and place of exercising any trust or
power conferred upon the Indenture Trustee (as defined under "Description of the
Junior Subordinated Debt Securities") with respect to the Junior Subordinated
Debt Securities deposited in such PWG Trust as trust assets or upon the Property
Trustee of such PWG Trust with respect to its Preferred Securities, (ii) waive
any past default that is waivable under the applicable Indenture or such
Declaration, (iii) exercise any right to rescind or annul any declaration that
the principal of all of the Junior Subordinated Debt Securities deposited in
such PWG Trust as trust assets shall be due and payable or (iv) consent to any
amendment, modification or termination of such Indenture or such Junior
Subordinated Debt Securities or such Declaration, in each case where such
consent shall be required, unless in the case of this clause (h) the Property
Trustee shall have received an unqualified opinion of nationally recognized
independent tax counsel recognized as expert in such matters to the effect that
such action will not cause such PWG Trust to be classified for United States
Federal income tax purposes as an association taxable as a corporation or a
partnership and that such PWG Trust will continue to be classified as a grantor
trust for United States Federal income tax purposes.
BOOKS AND RECORDS
The books and records of each PWG Trust will be maintained at the principal
office of such PWG Trust and will be open for inspection by a holder of
Preferred Securities of such PWG Trust or such holder's representative for any
purpose reasonably related to such holder's interest in such PWG Trust during
normal business hours. Each holder of Preferred Securities will be furnished
annually with unaudited financial statements of the applicable PWG Trust as soon
as available after the end of such PWG Trust's fiscal year.
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VOTING
Except as provided under the Business Trust Act, the applicable Declaration
and the Trust Indenture Act, holders of Preferred Securities will have no voting
rights.
THE PROPERTY TRUSTEE
The Property Trustee, for the benefit of the holders of the Trust
Securities of a PWG Trust, is authorized under each Declaration to exercise all
rights under the Indenture with respect to the Junior Subordinated Debt
Securities deposited in such PWG Trust as trust assets, including its rights as
the holder of such Junior Subordinated Debt Securities to enforce the Company's
obligations under such Junior Subordinated Debt Securities upon the occurrence
of an Indenture Event of Default. The Property Trustee is also authorized to
enforce the rights of holders of Preferred Securities of a PWG Trust under the
related Preferred Securities Guarantee. If any PWG Trust's failure to make
distributions on the Preferred Securities of such PWG Trust is a consequence of
the Company's exercise of any right under the terms of the Junior Subordinated
Debt Securities deposited in such PWG Trust as trust assets to extend the
interest payment period for such Junior Subordinated Debt Securities, the
Property Trustee will have no right to enforce the payment of distributions on
such Preferred Securities until a Declaration Event of Default shall have
occurred. Holders of at least a majority in liquidation amount of the Preferred
Securities of a PWG Trust will have the right to direct the Property Trustee for
such PWG Trust with respect to certain matters under the Declaration for such
PWG Trust and the related Preferred Securities Guarantee. If the Property
Trustee fails to enforce its rights under the Indenture or fails to enforce the
applicable Preferred Securities Guarantee, to the extent permitted by applicable
law, any holder of Preferred Securities of a PWG Trust may institute a legal
proceeding against the Company to enforce such rights or such Preferred
Securities Guarantee, as the case may be.
DISTRIBUTIONS
Pursuant to each Declaration, distributions on the Preferred Securities of
a PWG Trust must be paid on the dates payable to the extent that the Property
Trustee has cash on hand in the Property Account of such PWG Trust to permit
such payment. The funds available for distribution to the holders of the
Preferred Securities of a PWG Trust will be limited to payments received by the
Property Trustee in respect of the Junior Subordinated Debt Securities that are
deposited in such PWG Trust as trust assets. If the Company does not make
interest payments on the Junior Subordinated Debt Securities deposited in a PWG
Trust as trust assets, the Property Trustee will not make distributions on the
Preferred Securities of such PWG Trust. Under the Declaration, if and to the
extent the Company does make interest payments on the Junior Subordinated Debt
Securities deposited in a PWG Trust as trust assets, the Property Trustee is
obligated to make distributions on the Trust Securities of such PWG Trust on a
Pro Rata Basis (as defined below). The payment of distributions on the Preferred
Securities of a PWG Trust is guaranteed by PWG on a subordinated basis as and to
the extent set forth under "Description of the Preferred Securities Guarantees."
A Preferred Securities Guarantee is a full and unconditional guarantee from the
time of issuance of the Preferred Securities of a PWG Trust, but such Preferred
Securities Guarantee covers distributions and other payments on such Preferred
Securities only if and to the extent that the Company has made a payment to the
Property Trustee of interest or principal on the Junior Subordinated Debt
Securities deposited in such PWG Trust as trust assets. As used in this
Prospectus, the term "Pro Rata Basis" shall mean pro rata to each holder of
Trust Securities of a PWG Trust according to the aggregate liquidation amount of
the Trust Securities of such PWG Trust held by the relevant holder in relation
to the aggregate liquidation amount of all Trust Securities of such PWG Trust
outstanding unless, in relation to a payment, a Declaration Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each holder of the
Preferred Securities of such PWG Trust pro rata according to the aggregate
liquidation amount of the Preferred Securities held by the relevant holder in
relation to the aggregate liquidation amount of all the Preferred Securities of
such PWG Trust outstanding, and only after satisfaction of all amounts owed to
the holders of such Preferred Securities, to each holder of Common Securities of
such PWG Trust pro rata according to the aggregate liquidation amount of such
Common Securities held by the relevant holder in relation to the aggregate
liquidation amount of all Common Securities of such PWG Trust outstanding.
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EVENTS OF DEFAULT
If an Indenture Event of Default occurs and is continuing with respect to
Junior Subordinated Debt Securities deposited in a PWG Trust as trust assets, an
Event of Default under the Declaration (a "Declaration Event of Default") of
such PWG Trust will occur and be continuing with respect to any outstanding
Trust Securities of such PWG Trust. In such event, each Declaration provides
that the holders of Common Securities of the applicable PWG Trust will be deemed
to have waived any such Declaration Event of Default with respect to such Common
Securities until all Declaration Events of Default with respect to the Preferred
Securities of such PWG Trust have been cured or waived. Until all such
Declaration Events of Default with respect to the Preferred Securities of such
PWG Trust have been so cured or waived, the Property Trustee will be deemed to
be acting solely on behalf of the holders of the Preferred Securities of such
PWG Trust and only the holders of such Preferred Securities will have the right
to direct the Property Trustee with respect to certain matters under such
Declaration and consequently under the Indenture. In the event that any
Declaration Event of Default with respect to the Preferred Securities of a PWG
Trust is waived by the holders of the Preferred Securities of such PWG Trust as
provided in the Declaration of such PWG Trust, the holders of Common Securities
of such PWG Trust pursuant to such Declaration have agreed that such waiver also
constitutes a waiver of such Declaration Event of Default with respect to such
Common Securities for all purposes under such Declaration without any further
act, vote or consent of the holders of such Common Securities.
RECORD HOLDERS
Each Declaration provides that the Trustees of the applicable PWG Trust may
treat the person in whose name a certificate representing Preferred Securities
of such PWG Trust is registered on the books and records of such PWG Trust as
the sole holder thereof and of the Preferred Securities represented thereby for
purposes of receiving distributions and for all other purposes and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such certificate or in the Preferred Securities represented thereby on the part
of any person, whether or not such PWG Trust shall have actual or other notice
thereof. Preferred Securities will be issued in fully registered form. Unless
otherwise specified in a Prospectus Supplement, Preferred Securities will be
represented by a global certificate registered on the books and records of such
PWG Trust in the name of a depositary (the "Depositary") named in an
accompanying Prospectus Supplement or its nominee. Under each Declaration:
(i) the applicable PWG Trust and the Trustees thereof shall be
entitled to deal with the Depositary (or any successor depositary) for all
purposes, including the payment of distributions and receiving approvals,
votes or consents under such Declaration and, except as set forth in such
Declaration with respect to the Property Trustee, shall have no obligation
to persons owning a beneficial interest in Preferred Securities of such PWG
Trust ("Preferred Security Beneficial Owners") registered in the name of
and held by the Depositary or its nominee; and
(ii) the rights of Preferred Security Beneficial Owners shall be
exercised only through the Depositary (or any successor depositary) and
shall be limited to those established by law and agreements between such
Preferred Security Beneficial Owners and the Depositary and/or its
participants. With respect to Preferred Securities registered in the name
of and held by the Depositary or its nominee, all notices and other
communications required under such Declaration shall be given to, and all
distributions on such Preferred Securities shall be given or made to, the
Depositary (or its successor).
The specific terms of the depositary arrangement with respect to the Preferred
Securities of a PWG Trust will be disclosed in the applicable Prospectus
Supplement.
DEBTS AND OBLIGATIONS
In each Declaration, the Company has agreed to pay for all debts and
obligations (other than with respect to the Trust Securities of the applicable
PWG Trust) and all costs and expenses of such PWG Trust, including the fees and
expenses of its Trustees and any taxes and all costs and expenses with respect
thereto, to which such PWG Trust may become subject, except for United States
withholding taxes. The foregoing obligations
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of the Company under each Declaration are for the benefit of, and shall be
enforceable by, any person to whom any such debts, obligations, costs, expenses
and taxes are owed (a "Creditor") whether or not such Creditor has received
notice thereof. Any such Creditor may enforce such obligations of the Company
directly against the Company and the Company has irrevocably waived any right or
remedy to require that any such Creditor take any action against any PWG Trust
or any other person before proceeding against the Company. The Company has
agreed in each Declaration to execute such additional agreements as may be
necessary or desirable in order to give full effect to the foregoing.
The business address of each PWG Trust is c/o PaineWebber Group Inc., 1285
Avenue of the Americas, New York, NY 10019, telephone number (212) 713-2000.
DESCRIPTION OF THE PREFERRED SECURITIES
Each PWG Trust may issue, from time to time, only one series of Preferred
Securities having terms described in the Prospectus Supplement relating thereto.
The Declaration of each PWG Trust authorizes the Regular Trustees of such PWG
Trust to issue on behalf of such PWG Trust one series of Preferred Securities.
Each Declaration will be qualified as an indenture under the Trust Indenture
Act. The Preferred Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the related
Declaration or made part of such Declaration by the Trust Indenture Act.
Reference is made to the Prospectus Supplement relating to the Preferred
Securities of a PWG Trust for specific terms, including (i) the specific
designation of such Preferred Securities, (ii) the number of Preferred
Securities issued by such PWG Trust, (iii) the annual distribution rate (or
method of calculation thereof) for Preferred Securities issued by such PWG
Trust, the date or dates upon which such distributions shall be payable and the
record date or dates for the payment of such distributions, (iv) whether
distributions on Preferred Securities issued by such PWG Trust shall be
cumulative, and, in the case of Preferred Securities having such cumulative
distribution rights, the date or dates or method of determining the date or
dates from which distributions on Preferred Securities issued by such PWG Trust
shall be cumulative, (v) the amount or amounts which shall be paid out of the
assets of such PWG Trust to the holders of Preferred Securities of such PWG
Trust upon voluntary or involuntary liquidation, dissolution, winding-up or
termination of such PWG Trust, (vi) the obligation or right, if any, of such PWG
Trust to purchase or redeem Preferred Securities issued by such PWG Trust and
the price or prices at which, the period or periods within which and the terms
and conditions upon which Preferred Securities issued by such PWG Trust shall or
may be purchased or redeemed, in whole or in part, pursuant to such obligation
or right, (vii) the voting rights, if any, of Preferred Securities issued by
such PWG Trust in addition to those required by law, including the number of
votes per Preferred Security and any requirement for the approval by the holders
of Preferred Securities, or of Preferred Securities issued by one or more PWG
Trusts, or of both, as a condition to specified actions or amendments to the
Declaration of such PWG Trust, (viii) terms for any conversion or exchange into
other securities and (ix) any other relevant rights, preferences, privileges,
limitations or restrictions of Preferred Securities issued by such PWG Trust
consistent with the Declaration of such PWG Trust or with applicable law. All
Preferred Securities offered hereby will be guaranteed by the Company as and to
the extent set forth below under "Description of the Preferred Securities
Guarantees." Certain United States Federal income tax considerations applicable
to any offering of Preferred Securities will be described in the Prospectus
Supplement relating thereto.
In connection with the issuance of Preferred Securities, each PWG Trust
will issue one series of Common Securities. The Declaration of each PWG Trust
authorizes the Regular Trustees of such PWG Trust to issue on behalf of such PWG
Trust one series of Common Securities having such terms including distributions,
redemption, voting, liquidation rights or such restrictions as shall be set
forth therein. The terms of the Common Securities issued by a PWG Trust will be
substantially identical to the terms of the Preferred Securities issued by such
PWG Trust and the Common Securities will rank pari passu and payments will be
made thereon on a Pro Rata Basis with the Preferred Securities except that, if a
Declaration Event of Default occurs and is continuing, the rights of the holders
of such Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and maturity will be subordinated to the rights of
the holders of such Preferred Securities. Except in certain limited
circumstances, the Common Securities issued
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by a PWG Trust will also carry the right to vote and to appoint, remove or
replace any of the Trustees of such PWG Trust. All the Common Securities of a
PWG Trust will be directly or indirectly owned by the Company.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the Preferred
Securities Guarantees that will be executed and delivered by the Company for the
benefit of the holders from time to time of Preferred Securities of a PWG Trust.
Each Preferred Security Guarantee will be separately qualified under the Trust
Indenture Act and will be held by The Chase Manhattan Bank, acting in its
capacity as indenture trustee with respect thereto, for the benefit of holders
of the Preferred Securities of the applicable PWG Trust. The terms of each
Preferred Securities Guarantee will be those set forth in such Preferred
Securities Guarantee and those made part of such Preferred Securities Guarantee
by the Trust Indenture Act. This description summarizes the material terms of
the Preferred Securities Guarantees and is qualified in its entirety by
reference to the form of Preferred Securities Guarantee, which is filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, and
the Trust Indenture Act. Section references used herein are references to the
provisions of the form of Preferred Securities Guarantee.
GENERAL
Pursuant to each Preferred Securities Guarantee, the Company will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full, to the holders of the Preferred Securities issued by the applicable PWG
Trust, the Guarantee Payments (as defined herein), to the extent not paid by
such PWG Trust, regardless of any defense, right of set-off or counterclaim that
such PWG Trust may have or assert. The following payments or distributions with
respect to Preferred Securities issued by a PWG Trust to the extent not paid or
made by such PWG Trust (the "Guarantee Payments"), will be subject to the
Preferred Securities Guarantee (without duplication): (i) any accrued and unpaid
distributions on such Preferred Securities, and the redemption price, including
all accrued and unpaid distributions to the date of redemption, with respect to
any Preferred Securities called for redemption by such PWG Trust, but if and
only to the extent that in each case the Company has made a payment to the
Property Trustee of interest or principal on the Junior Subordinated Debt
Securities deposited in such PWG Trust as trust assets, and (ii) upon a
voluntary or involuntary liquidation, dissolution, winding-up or termination of
such PWG Trust (other than in connection with the distribution of such Junior
Subordinated Debt Securities to the holders of such Preferred Securities or the
redemption of all such Preferred Securities upon the maturity or redemption of
such Junior Subordinated Debt Securities) the lesser of (a) the aggregate of the
liquidation amount and all accrued and unpaid distributions on such Preferred
Securities to the date of payment, to the extent such PWG Trust has funds
available therefor, or (b) the amount of assets of such PWG Trust remaining
available for distribution to holders of such Preferred Securities upon
liquidation of such PWG Trust. The Company's obligation to make a Guarantee
Payment may be satisfied by direct payment of the required amounts by the
Company to the holders of the applicable Preferred Securities or by causing the
applicable PWG Trust to pay such amounts to such holders.
The Preferred Securities Guarantee is a full and unconditional guarantee
from the time of issuance of the applicable Preferred Securities, but the
Preferred Securities Guarantee covers distributions and other payments on such
Preferred Securities only if and to the extent that the Company has made a
payment to the Property Trustee of interest or principal on the Junior
Subordinated Debt Securities deposited in the applicable PWG Trust as trust
assets. If the Company does not make interest or principal payments on the
Junior Subordinated Debt Securities deposited in the applicable PWG Trust as
trust assets, the Property Trust will not make distributions on the Preferred
Securities of such PWG Trust and the PWG Trust will not have funds available
therefor.
The Company's obligations under the Declaration for each PWG Trust, the
Preferred Securities Guarantee issued with respect to Preferred Securities
issued by such PWG Trust, the Junior Subordinated Debt Securities purchased by
such PWG Trust and the Indenture in the aggregate will provide a full and
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unconditional guarantee on a subordinated basis by the Company of payments due
on the Preferred Securities issued by such PWG Trust.
CERTAIN COVENANTS OF THE COMPANY
In each Preferred Securities Guarantee, the Company will covenant that, so
long as any Preferred Securities issued by the applicable PWG Trust remain
outstanding, the Company will not declare or pay any dividends on, or redeem,
purchase, acquire or make a distribution or liquidation payment with respect to,
any of its common stock or preferred stock or make any guarantee payment with
respect thereto, if at such time (i) the Company shall be in default with
respect to its Guarantee Payments or other payment obligations under such
Preferred Securities Guarantee, (ii) there shall have occurred any Declaration
Event of Default under the related Declaration or (iii) in the event that Junior
Subordinated Debt Securities are issued to the applicable PWG Trust in
connection with the issuance of Trust Securities by such PWG Trust, the Company
shall have given notice of its election to defer payments of interest on such
Junior Subordinated Debt Securities by extending the interest payment period as
provided in the terms of the Junior Subordinated Debt Securities and such
period, or any extension thereof, is continuing; provided, however, that the
foregoing restrictions shall not apply to (i) dividends, redemptions, purchases,
acquisitions, distributions or payments made by the Company by way of issuance
of shares of its capital stock, (ii) payments of accrued dividends by the
Company upon the redemption, exchange or conversion of any preferred stock of
the Company as may be outstanding from time to time in accordance with the terms
of such preferred stock or (iii) cash payments made by the Company in lieu of
delivering fractional shares upon the redemption, exchange or conversion of any
preferred stock of the Company as may be outstanding from time to time in
accordance with the terms of such preferred stock. In addition, so long as any
Preferred Securities of a PWG Trust remain outstanding, the Company has agreed
(i) to remain the sole direct or indirect owner of all the outstanding Common
Securities issued by such PWG Trust and not to cause or permit such Common
Securities to be transferred except to the extent permitted by the Declaration
of such PWG Trust, provided that any permitted successor of the Company under
the Indenture may succeed to the Company's ownership of such Common Securities,
and (ii) to use reasonable efforts to cause such PWG Trust to continue to be
treated as a grantor trust for United States Federal income tax purposes, except
in connection with a distribution of Junior Subordinated Debt Securities.
(Section 6.1)
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of the applicable Preferred Securities (in which case no consent will
be required), each Preferred Securities Guarantee may be amended only with the
prior approval of the holders of not less than 66 2/3% in liquidation amount of
the outstanding Preferred Securities issued by the applicable PWG Trust. The
manner of obtaining any such approval of holders of such Preferred Securities
will be set forth in an accompanying Prospectus Supplement. (Section 9.2) All
guarantees and agreements contained in a Preferred Securities Guarantee shall
bind the successors, assignees, receivers, trustees and representatives of the
Company and shall inure to the benefit of the holders of the Preferred
Securities of the applicable PWG Trust then outstanding. Except in connection
with a consolidation, merger or sale involving the Company that is permitted
under the Indenture, the Company may not assign its obligations under any
Preferred Securities Guarantee. (Section 9.1)
TERMINATION OF THE PREFERRED SECURITIES GUARANTEES
Each Preferred Securities Guarantee will terminate and be of no further
force and effect as to the Preferred Securities issued by the applicable PWG
Trust upon full payment of the redemption price of all Preferred Securities of
such PWG Trust, or upon distribution of the Junior Subordinated Debt Securities
to the holders of the Preferred Securities of such PWG Trust in exchange for all
the Preferred Securities issued by such PWG Trust, or upon full payment of the
amounts payable upon liquidation of such PWG Trust. Notwithstanding the
foregoing, each Preferred Securities Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of Preferred
Securities issued by the applicable PWG
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Trust must restore payment of any sums paid under such Preferred Securities or
such Preferred Securities Guarantee. (Section 7.1)
STATUS OF THE PREFERRED SECURITIES GUARANTEES
The Company's obligations under each Preferred Securities Guarantee to make
the Guarantee Payments will constitute an unsecured obligation of the Company
and will rank (i) subordinate and junior in right of payment to all other
indebtedness, liabilities and obligations of the Company and any guarantees,
endorsements or other contingent obligations of the Company in respect of such
indebtedness, liabilities or obligations, including the Junior Subordinated Debt
Securities, except those made pari passu or subordinate by their terms, and (ii)
senior to all capital stock now or hereafter issued by the Company and to any
guarantee now or hereafter entered into by the Company in respect of any of its
capital stock. The Company's obligations under each Preferred Securities
Guarantee will rank pari passu with each other Preferred Securities Guarantee.
(Section 6.2) Because the Company is a holding company, the Company's
obligations under each Preferred Securities Guarantee are also effectively
subordinated to all existing and future liabilities, including trade payables,
of the Company's subsidiaries, except to the extent that the Company is a
creditor of the subsidiaries recognized as such. Each Declaration provides that
each holder of Preferred Securities issued by the applicable PWG Trust, by
acceptance thereof, agrees to the subordination provisions and other terms of
the related Preferred Securities Guarantee.
Each Preferred Securities Guarantee will constitute a guarantee of payment
and not of collection (that is, the guaranteed party may institute a legal
proceeding directly against the Company to enforce its rights under such
Preferred Securities Guarantee without first instituting a legal proceeding
against any other person or entity). Each Preferred Securities Guarantee will be
deposited with The Chase Manhattan Bank, as indenture trustee, to be held for
the benefit of the holders of the Preferred Securities issued by the applicable
PWG Trust. The Chase Manhattan Bank shall enforce such Preferred Securities
Guarantee on behalf of the holders of such Preferred Securities. The holders of
not less than a majority in aggregate liquidation amount of the Preferred
Securities issued by the applicable PWG Trust have the right to direct the time,
method and place of conducting any proceeding for any remedy available in
respect of the related Preferred Securities Guarantee, including the giving of
directions to The Chase Manhattan Bank. If The Chase Manhattan Bank fails to
enforce a Preferred Securities Guarantee as above provided, any holder of
Preferred Securities issued by the applicable PWG Trust may institute a legal
proceeding directly against the Company to enforce its rights under such
Preferred Securities Guarantee, without first instituting a legal proceeding
against the applicable PWG Trust or any other person or entity.
MISCELLANEOUS
The Company will be required to provide annually to The Chase Manhattan
Bank a statement as to the performance by the Company of certain of its
obligations under each Preferred Securities Guarantee and as to any default in
such performance. The Company is required to file annually with The Chase
Manhattan Bank an officer's certificate as to the Company's compliance with all
conditions to be complied with by it under each Preferred Securities Guarantee.
(Section 2.4)
The Chase Manhattan Bank, prior to the occurrence of a default, undertakes
to perform only such duties as are specifically set forth in the applicable
Preferred Securities Guarantee and, after default with respect to a Preferred
Securities Guarantee, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
such provision, The Chase Manhattan Bank is under no obligation to exercise any
of the powers vested in it by a Preferred Securities Guarantee at the request of
any holder of Preferred Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.
(Section 3.2)
GOVERNING LAW
The Preferred Securities Guarantees will be governed by, and construed in
accordance with, the laws of the State of New York.
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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
Junior Subordinated Debt Securities may be issued from time to time in one
or more series under an Indenture (the "Indenture") between the Company and The
Chase Manhattan Bank, as trustee (the "Indenture Trustee"). The Indenture has
been filed as an exhibit to the Registration Statement of which this Prospectus
forms a part. The following description summarizes the material terms of the
Indenture, and is qualified in its entirety by reference to the Indenture and
the Trust Indenture Act. Whenever particular provisions or defined terms in the
Indenture are referred to herein, such provisions or defined terms are
incorporated by reference herein. Section references used herein are references
to provisions of the Indenture.
GENERAL
The Junior Subordinated Debt Securities will be unsecured, junior
subordinated obligations of the Company. The Indenture does not limit the amount
of additional indebtedness the Company or any of its subsidiaries may incur.
Since the Company is a holding company, the Company's rights and the rights of
its creditors, including the holders of Junior Subordinated Debt Securities, to
participate in the assets of any subsidiary upon the latter's liquidation or
recapitalization will be subject to the prior claims of the subsidiary's
creditors, except to the extent that the Company may itself be a creditor with
recognized claims against the subsidiary.
The Indenture does not limit the aggregate principal amount of indebtedness
which may be issued thereunder and provides that Junior Subordinated Debt
Securities may be issued thereunder from time to time in one or more series. The
Junior Subordinated Debt Securities are issuable in one or more series pursuant
to an indenture supplemental to the Indenture.
In the event Junior Subordinated Debt Securities are issued to a PWG Trust
or a Trustee of such PWG Trust in connection with the issuance of Trust
Securities by such PWG Trust, such Junior Subordinated Debt Securities
subsequently may be distributed pro rata to the holders of such Trust Securities
in connection with the dissolution of such PWG Trust upon the occurrence of
certain events described in the applicable Prospectus Supplement. Only one
series of Junior Subordinated Debt Securities will be issued to a PWG Trust or a
Trustee of such PWG Trust in connection with the issuance of Trust Securities by
such PWG Trust.
Reference is made to the Prospectus Supplement which will accompany this
Prospectus for the following terms of the series of Junior Subordinated Debt
Securities being offered thereby (to the extent such terms are applicable to the
Junior Subordinated Debt Securities): (i) the specific designation of such
Junior Subordinated Debt Securities, aggregate principal amount and purchase
price; (ii) any limit on the aggregate principal amount of such Junior
Subordinated Debt Securities; (iii) the date or dates on which the principal of
such Junior Subordinated Debt Securities is payable and the right, if any, to
extend such date or dates; (iv) the rate or rates at which such Junior
Subordinated Debt Securities will bear interest or the method of calculating
such rate or rates, if any; (v) the date or dates from which such interest shall
accrue, the interest payment dates on which such interest will be payable or the
manner of determination of such interest payment dates and the record dates for
the determination of holders to whom interest is payable on any such interest
payment dates; (vi) the right, if any, to extend the interest payment periods
and the duration of such extension; (vii) the period or periods within which,
the price or prices at which, and the terms and conditions upon which, such
Junior Subordinated Debt Securities may be redeemed, in whole or in part, at the
option of the Company; (viii) the obligation, if any, of the Company to redeem
or purchase such Junior Subordinated Debt Securities pursuant to any sinking
fund or analogous provisions or at the option of the holder thereof and the
period or periods within which, the price or prices at which, and the terms and
conditions upon which, such Junior Subordinated Debt Securities shall be
redeemed or purchased, in whole or part, pursuant to such obligation; (ix) any
applicable United States Federal income tax consequences, including whether and
under what circumstances the Company will pay additional amounts on the Junior
Subordinated Debt Securities held by a person who is not a U.S. person in
respect of any tax, assessment or governmental charge withheld or deducted and,
if so, whether the Company will have the option to redeem such Junior
Subordinated Debt Securities rather than pay such additional amounts; (x) the
form of such Junior Subordinated Debt
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Securities; (xi) if other than denominations of $25 or any integral multiple
thereof, the denominations in which such Junior Subordinated Debt Securities
shall be issuable; (xii) any and all other terms with respect to such series,
including any modification of or additions to the events of default or covenants
provided for with respect to the Junior Subordinated Debt Securities, and any
terms which may be required by or advisable under applicable laws or regulations
not inconsistent with the Indenture; and (xiii) whether such Junior Subordinated
Debt Securities are issuable as a global security, and in such case, the
identity of the depositary. (Section 2.01)
Unless otherwise indicated in the applicable Prospectus Supplement, the
Junior Subordinated Debentures will be issued in United States dollars in fully
registered form without coupons in denominations of $25 or integral multiples
thereof. Junior Subordinated Debt Securities may be presented for exchange and
Junior Subordinated Debt Securities in registered form may be presented for
transfer in the manner, at the places and subject to the restrictions set forth
in the Junior Subordinated Debt Securities and the applicable Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the Indenture. Junior Subordinated Debt Securities in
bearer form and the coupons, if any, appertaining thereto will be transferable
by delivery.
Junior Subordinated Debt Securities may bear interest at a fixed rate or a
floating rate. Junior Subordinated Debt Securities bearing no interest or
interest at a rate that at the time of issuance is below the prevailing market
rate will be sold at a discount below their stated principal amount. Special
United States Federal income tax considerations applicable to any such
discounted Junior Subordinated Debt Securities or to certain Junior Subordinated
Debt Securities issued at par which are treated as having been issued at a
discount for United States Federal income tax purposes will be described in the
applicable Prospectus Supplement.
CERTAIN COVENANTS OF THE COMPANY APPLICABLE TO THE JUNIOR SUBORDINATED DEBT
SECURITIES
If Junior Subordinated Debt Securities are issued to a PWG Trust in
connection with the issuance of Trust Securities by such PWG Trust, the Company
will covenant in the Indenture that, so long as the Preferred Securities of such
PWG Trust remain outstanding, the Company will not declare or pay any dividends
on, or redeem, purchase, acquire or make a distribution or liquidation payment
with respect to, any of its common stock or preferred stock or make any
guarantee payments with respect thereto if at such time (i) the Company shall be
in default with respect to its Guarantee Payments or other payment obligations
under the related Preferred Securities Guarantee or (ii) there shall have
occurred any Indenture Event of Default with respect to such Junior Subordinated
Debt Securities provided, however, that the foregoing restrictions shall not
apply to (i) dividends, redemptions, purchases, acquisitions, distributions or
payments made by the Company by way of issuance of shares of its capital stock,
(ii) payments of accrued dividends by the Company upon the redemption, exchange
or conversion of any preferred stock of the Company as may be outstanding from
time to time in accordance with the terms of such preferred stock or (iii) cash
payments made by the Company in lieu of delivering fractional shares upon the
redemption, exchange or conversion of any preferred stock of the Company as may
be outstanding from time to time in accordance with the terms of such preferred
stock. In addition, if Junior Subordinated Debt Securities are issued to a PWG
Trust in connection with the issuance of Trust Securities by such PWG Trust, for
so long as the Preferred Securities of such PWG Trust remain outstanding, the
Company has agreed (i) to remain the sole direct or indirect owner of all the
outstanding Common Securities issued by such PWG Trust and not to cause or
permit such Common Securities to be transferred except to the extent permitted
by the Declaration of such PWG Trust; provided that any permitted successor of
the Company under the Indenture may succeed to the Company's ownership of such
Common Securities, (ii) to comply fully with all its obligations and agreements
under such Declaration and (iii) not to take any action which would cause such
PWG Trust to cease to be treated as a grantor trust for United States Federal
income tax purposes, except in connection with a distribution of Junior
Subordinated Debt Securities.
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SUBORDINATION
The Indenture provides that the Junior Subordinated Debt Securities are
subordinate and junior in right of payment to all Senior Indebtedness of the
Company. No payment by the Company on account of principal of (or premium, if
any) or any interest on the Junior Subordinated Debt Securities may be made if
any default or event of default with respect to any Senior Indebtedness shall
have occurred and be continuing and written notice thereof shall have been given
to the Indenture Trustee by the Company or to the Company and the Indenture
Trustee by the holders of at least 10% in principal amount of any kind or
category of any Senior Indebtedness (or a representative or trustee on their
behalf). Upon any acceleration of the principal due on the Junior Subordinated
Debt Securities or any payment or distribution of assets of the Company to
creditors upon any dissolution, winding up, liquidation or reorganization,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all principal of (and premium, if any) and interest due or to
become due on all Senior Indebtedness must be paid in full before the holders of
Junior Subordinated Debt Securities will be entitled to receive or retain any
payment (other than shares of stock or subordinated indebtedness provided by a
plan of reorganization or adjustment which does not alter the rights of holders
of Senior Indebtedness). Subject to the payment in full of all Senior
Indebtedness, the holders of the Junior Subordinated Debt Securities are to be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of assets of the Company applicable to Senior
Indebtedness until the Junior Subordinated Debt Securities are paid in full. By
reason of such subordination, in the event of insolvency, creditors of the
Company who are holders of Senior Indebtedness, as well as general creditors of
the Company, may recover more, ratably, than the holders of the Junior
Subordinated Debt Securities. If this Prospectus is being delivered in
connection with a series of Junior Subordinated Debt Securities, the
accompanying Prospectus Supplement will set forth the approximate amount of
Senior Indebtedness outstanding as of the end of the most recent fiscal quarter.
The term "Senior Indebtedness" shall mean (i) the principal of, premium, if
any, and accrued and unpaid interest on (a) indebtedness of the Company for
money borrowed, whether outstanding on the date of execution of the Indenture or
thereafter created, incurred or assumed, (b) guarantees by the Company of
indebtedness for money borrowed by any other person, whether outstanding on the
date of execution of the Indenture or thereafter created, incurred or assumed,
(c) indebtedness evidenced by notes, debentures, bonds or other instruments of
indebtedness for the payment of which the Company is responsible or liable, by
guarantees or otherwise, whether outstanding on the date of execution of the
Indenture or thereafter created, incurred or assumed, and (d) obligations of the
Company under any agreement to lease, or any lease of, any real or personal
property, whether outstanding on the date of execution of the Indenture or
thereafter created, incurred or assumed, (ii) any other indebtedness, liability
or obligation, contingent or otherwise, of the Company and any guarantee,
endorsement or other contingent obligation of the Company in respect of any
indebtedness, liability or obligation, whether outstanding on the date of
execution of the Indenture or thereafter created, incurred or assumed, and (iii)
modifications, renewals, extensions and refundings of any such indebtedness,
liabilities, obligations or guarantees; unless, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such indebtedness, liabilities, obligations or guarantees, or such
modification, renewal, extension or refunding thereof, are not superior in right
of payment to the Junior Subordinated Debt Securities; provided, however, that
Senior Indebtedness shall not include any obligation of the Company to any
Subsidiary. Notwithstanding anything to the contrary in the Indenture or the
Junior Subordinated Debt Securities, Senior Indebtedness shall not include any
indebtedness of the Company which, by its terms or the terms of the instrument
creating or evidencing it, is subordinate in right of payment to, or pari passu
with, the Junior Subordinated Debt Securities, as the case may be. The Indenture
does not contain any limitation on the amount of Senior Indebtedness that can be
incurred by the Company.
The Company's rights and the rights of its creditors (including holders of
Senior Indebtedness and Junior Subordinated Debt Securities) to participate in
any distribution of assets of any subsidiary of the Company upon its liquidation
or reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. Also, dividend
payments and advances to the Company by PaineWebber are restricted by the
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provisions of the net capital rules of the Commission and the NYSE and covenants
in various loan agreements. The operations of the Company are conducted through
its subsidiaries and, therefore, the Company is dependent upon the earnings and
cash flow of its subsidiaries to meet its obligations, including obligations
under the Senior Indebtedness and Junior Subordinated Debt Securities. The
Senior Indebtedness and Junior Subordinated Debt Securities will be effectively
subordinated to all indebtedness of the Company's subsidiaries. As of June 30,
1996, the aggregate amount of indebtedness of the Company's subsidiaries (such
indebtedness consisting of short-term borrowings and other than borrowings owed
directly or indirectly to the Company or another subsidiary) to which holders of
the Senior Indebtedness and Junior Subordinated Debt Securities would have been
structurally subordinated was approximately $465 million.
INDENTURE EVENTS OF DEFAULT
The Indenture provides that any one or more of the following described
events, which has occurred and is continuing, constitutes an "Indenture Event of
Default" with respect to a series of Junior Subordinated Debt Securities:
(a) failure for 30 days to pay interest on the Junior Subordinated
Debt Securities of such series when due; provided that a valid extension of
the interest payment period by the Company shall not constitute a default
in the payment of interest for this purpose;
(b) failure to pay principal of or premium, if any, on the Junior
Subordinated Debt Securities of such series when due whether at maturity,
upon redemption, by declaration or otherwise;
(c) failure to observe or perform any other covenant contained in the
Indenture with respect to such series for 90 days after written notice to
the Company from the Indenture Trustee or the holders of at least 25% in
principal amount of the outstanding Junior Subordinated Debt Securities of
such series; or
(d) certain events in bankruptcy, insolvency or reorganization of the
Company.
In each and every such case, unless the principal of all the Junior Subordinated
Debt Securities of such series shall have already become due and payable, either
the Indenture Trustee or the holders of not less than 25% in aggregate principal
amount of the Junior Subordinated Debt Securities of such series then
outstanding, by notice in writing to the Company (and to the Indenture Trustee
if given by such holders), may declare the principal of all the Junior
Subordinated Debt Securities of such series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable. (Section 6.01)
The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debt Securities of the applicable series have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee. (Section 6.06) The Indenture Trustee or the
holders of not less than 25% in aggregate outstanding principal amount of the
Junior Subordinated Debt Securities of such series may declare the principal due
and payable immediately upon an Indenture Event of Default with respect to such
series, but the holders of a majority in aggregate outstanding principal amount
of Junior Subordinated Debt Securities of such series may annul such declaration
and waive the default if the default has been cured and a sum sufficient to pay
all matured installments of interest and principal otherwise than by
acceleration and any premium has been deposited with the Indenture Trustee.
(Sections 6.01 and 6.06)
The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debt Securities of a series may, on behalf of the holders of
all the Junior Subordinated Debt Securities of such series, waive any past
default, except a default in the payment of principal, premium, if any, or
interest on Junior Subordinated Securities of such series (unless such default
has been cured and a sum sufficient to pay all matured installments of interest
and principal otherwise than by acceleration and any premium has been deposited
with the Indenture Trustee) or a call for redemption of Junior Subordinated Debt
Securities of such series. (Section 6.06) The Company is required to file
annually with the Indenture Trustee a certificate as to whether or not the
Company is in compliance with all the conditions and covenants under the
Indenture. (Section 5.03)
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If a series of Junior Subordinated Debt Securities is issued to a PWG Trust
in connection with the issuance of Trust Securities of such PWG Trust, then,
under the applicable Declaration, an Indenture Event of Default with respect to
such series of Junior Subordinated Debt Securities will constitute a Declaration
Event of Default.
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Indenture Trustee may,
without the consent of any holders of Junior Subordinated Debt Securities, enter
into supplemental indentures for the purposes, among other things, of adding to
the Company's covenants, adding additional Events of Default, establishing the
form or terms of any series of Junior Subordinated Debt Securities or, provided
such action shall not adversely affect the interests of the holders of any
series of Junior Subordinated Debt Securities in any material respect, curing
ambiguities or inconsistencies in such Indenture or making other provisions.
(Section 9.01)
The Indenture contains provisions permitting the Company and the Indenture
Trustee, with the consent of the holders of not less than a majority in
principal amount of the outstanding Junior Subordinated Debt Securities of each
series affected thereby, to modify the Indenture or any supplemental indenture
affecting the rights of the holders of such Junior Subordinated Debt Securities;
provided that no such modification may, without the consent of the holder of
each outstanding Junior Subordinated Debt Security affected thereby, (i) extend
the fixed maturity of any Junior Subordinated Debt Securities of any series,
reduce the principal amount thereof, reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the holder of each Junior Subordinated Debt
Security so affected, or (ii) reduce the percentage of Junior Subordinated Debt
Securities, the holders of which are required to consent to any such
modification, without the consent of the holders of each Junior Subordinated
Debt Security then outstanding and affected thereby. (Section 9.02)
BOOK ENTRY AND SETTLEMENT
If any Junior Subordinated Debt Securities of a series are represented by
one or more global securities (each, a "Global Security"), the applicable
Prospectus Supplement will describe the circumstances, if any, under which
beneficial owners of interests in any such Global Security may exchange such
interests for Junior Subordinated Debt Securities of such series and of like
tenor and principal amount in any authorized form and denomination. Principal
of, and any premium and interest on, a Global Security will be payable in the
manner described in the applicable Prospectus Supplement.
The specific terms of the depositary arrangement with respect to any
portion of a series of Junior Subordinated Debt Securities to be represented by
a Global Security will be described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE
The Indenture will provide that the Company, without the consent of the
Holders of any of the Junior Subordinated Debt Securities, may consolidate with
or merge into any other Person or transfer or lease its assets substantially as
an entirety to any Person or may acquire or lease the assets of any Person
substantially as an entirety or may permit any Person to merge into the Company
provided that: (i) the successor is a corporation organized under the laws of
any domestic jurisdiction; (ii) the successor corporation, if other than the
Company, assumes the Company's obligations under the Indenture and the Junior
Subordinated Debt Securities issued thereunder, (iii) immediately after giving
effect to the transaction, no Event of Default and no event that, after notice
or lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing; and (iv) certain other conditions are met. (Section 10.01)
DEFEASANCE AND DISCHARGE
Under the terms of the Indenture, the Company will be discharged from any
and all obligations in respect of the Junior Subordinated Debt Securities of a
series (except in each case for certain obligations to register the transfer or
exchange of such Junior Subordinated Debt Securities, replace stolen, lost or
mutilated Junior
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Subordinated Debt Securities of such series, maintain paying agencies and hold
moneys for payment in trust) if (i) the Company irrevocably deposits with the
Indenture Trustee cash or U.S. Government Obligations, as trust funds, in an
amount certified to be sufficient to pay at maturity (or upon redemption) the
principal of, premium, if any, and interest on all outstanding Junior
Subordinated Debt Securities of such series; (ii) such deposit will not result
in a breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound; (iii) the
Company delivers to the Indenture Trustee an opinion of counsel to the effect
that the holders of the Junior Subordinated Debt Securities of such series will
not recognize income, gain or loss for United States Federal income tax purposes
as a result of such defeasance and that such defeasance will not otherwise alter
holders' United States Federal income tax treatment of principal, premium and
interest payments on the Junior Subordinated Debt Securities of such series
(such opinion must be based on a ruling of the Internal Revenue Service or a
change in United States Federal income tax law occurring after the date of such
Indenture, since such a result would not occur under current tax law); (iv) the
Company delivers to the Indenture Trustee an Officers' Certificate and an
opinion of counsel, each stating that all conditions precedent provided for
relating to the defeasance contemplated by such provision have been complied
with; and (v) no event or condition shall exist that, pursuant to the
subordination provisions applicable to the Junior Subordinated Debt Securities
of such series, would prevent the Company from making payments of principal of,
premium, if any, and interest on the Junior Subordinated Debt Securities of such
series at the date of the irrevocable deposit referred to above. (Section 11.01)
GOVERNING LAW
The Indenture and the Junior Subordinated Debt Securities will be governed
by, and construed in accordance with, the laws of the State of New York.
(Section 13.05)
INFORMATION CONCERNING THE INDENTURE TRUSTEE
The Indenture Trustee, prior to default, undertakes to perform only such
duties as are specifically set forth in the Indenture and, after default, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. (Section 7.01) Subject to such provision, the
Indenture Trustee is under no obligation to exercise any of the powers vested in
it by the Indenture at the request of any holder of Junior Subordinated Debt
Securities, unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities that might be incurred thereby. (Section 7.02)
The Indenture Trustee is not required to expend or risk its own funds or
otherwise incur personal financial liability in the performance of its duties if
the Indenture Trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured to it. (Section 7.01)
The Chase Manhattan Bank is a depositary for funds and performs other
services for, and transacts other banking business with, the Company in the
normal course of business.
MISCELLANEOUS
The Company will have the right at all times to assign any of its rights or
obligations under the Indenture to a direct or indirect wholly owned subsidiary
of the Company; provided that, in the event of any such assignment, the Company
will remain jointly and severally liable for all such obligations. Subject to
the foregoing, the Indenture will be binding upon and inure to the benefit of
the parties thereto and their respective successors and assigns. The Indenture
provides that it may not otherwise be assigned by the parties thereto other than
by the Company to a successor or purchaser pursuant to a consolidation, merger
or sale permitted by the Indenture. (Section 13.11)
ERISA MATTERS
The Company, PaineWebber and other affiliates of the Company may each be
considered a "party in interest" (within the meaning of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) or a "disqualified person"
(within the meaning of Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code")) with respect to many employee benefit plans ("Plans") that
are subject to
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ERISA. The purchase of Offered Securities by a Plan that is subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of Section 4975 of the Code (including individual retirement
arrangements and other plans described in Section 4975(e)(1) of the Code) and
with respect to which the Company, PaineWebber or any other affiliate of the
Company is a service provider (or otherwise is a party in interest or a
disqualified person) may constitute or result in a prohibited transaction under
ERISA or Section 4975 of the Code, unless such Offered Securities are acquired
pursuant to and in accordance with an applicable exemption. Any pension or other
employee benefit plan proposing to acquire any Offered Securities should consult
with its counsel.
PLAN OF DISTRIBUTION
The Company may sell any series of Junior Subordinated Debt Securities and
the PWG Trusts may sell the Preferred Securities being offered hereby (i)
directly to one or more purchasers, (ii) through agents designated from time to
time and/or (iii) through underwriters or dealers or a group of underwriters.
The applicable Prospectus Supplement will set forth the terms of the offering of
any Offered Securities, including the name or names of any underwriters, the
purchase price of the Offered Securities and the proceeds to the Company and/or
any PWG Trust from such sale, any underwriting discounts and other items
constituting underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which the Offered Securities may be listed. If a bidding
or auction process is utilized, it will be described in the applicable
Prospectus Supplement.
If underwriters are used in the sale, Offered Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Offered
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the Offered Securities if any are purchased. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Offered Securities will be named, and any commissions payable by the
Company to such agents will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
applicable Prospectus Supplement and such Prospectus Supplement will set forth
the commission payable for the solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Offered Securities may be deemed to be underwriters and any discounts or
commissions received by them on the sale or resale of Offered Securities may be
deemed to be underwriting discounts and commissions under the Securities Act.
Agents and underwriters may be entitled under agreements entered into with the
Company to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for, the Company in the ordinary course of business.
All Offered Securities will be a new issue of securities with no
established trading market. Certain agents through whom, and underwriters to
whom, Offered Securities are sold by the Company for public offering and
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sale may make a market in such Offered Securities, but such agents and
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any Offered Securities.
PaineWebber or one or more other affiliates of the Company may participate
in distributions of the Offered Securities. All distributions of the Offered
Securities will conform to the requirements set forth in the applicable sections
of Rule 2720 of the Conduct Rules of the NASD.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, certain
matters of Delaware law relating to the validity of the Preferred Securities
will be passed upon by Richards, Layton & Finger, Wilmington, Delaware. The
validity of the Preferred Securities Guarantees and the Junior Subordinated Debt
Securities and certain other matters will be passed upon for the Company by
Cravath, Swaine & Moore, New York, New York and for the agents or underwriters,
if any, by Brown & Wood LLP, New York, New York. Cravath, Swaine & Moore and
Brown & Wood LLP act from time to time as legal counsel to the Company and its
subsidiaries on various matters.
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1995, incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PAINE WEBBER
GROUP INC., PWG CAPITAL TRUST I OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AT
ANY TIME DOES NOT IMPLY THAT THE INFORMATION THEY CONTAIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
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TABLE OF CONTENTS
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<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Risk Factors.......................... S-4
Selected Consolidated Financial
Data................................ S-8
The Company........................... S-9
PWG Capital Trust I................... S-10
Capitalization of the Company......... S-11
Accounting Treatment.................. S-12
Use of Proceeds....................... S-12
Description of the Preferred
Securities.......................... S-12
Description of the Junior Subordinated
Debentures.......................... S-23
Relationship Between the Preferred
Securities, the Junior Subordinated
Debentures and the Preferred
Securities Guarantee................ S-27
Taxation.............................. S-29
Underwriting.......................... S-32
PROSPECTUS
Available Information................. 2
Documents Incorporated by Reference... 3
Use of Proceeds....................... 3
Ratios of Earnings to Fixed Charges
and Earnings to Combined Fixed
Charges and Preferred Stock
Dividends........................... 3
The Company........................... 4
The PWG Trusts........................ 5
Description of the Preferred
Securities.......................... 9
Description of the Preferred
Securities Guarantees............... 10
Description of the Junior Subordinated
Debt Securities..................... 13
ERISA Matters......................... 18
Plan of Distribution.................. 19
Legal Matters......................... 20
Experts............................... 20
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PAINEWEBBER(TM)
Preferred Securities
PWG Capital Trust I
% Preferred Trust Securities
guaranteed to the extent
set forth herein by
Paine Webber Group Inc.
------------------------------
PROSPECTUS SUPPLEMENT
------------------------------
Paine Webber Incorporated
, 1996
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- ------------------------------------------------------
<PAGE> 57
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED OCTOBER 10, 1996
PROSPECTUS
PAINE WEBBER GROUP INC.
DEBT SECURITIES
------------------------
Paine Webber Group Inc. (the "Company") intends to issue from time to time
in one or more series senior debt securities (the "Senior Securities") and/or
subordinated debt securities (the "Subordinated Securities") each of which will
be a direct, unsecured obligation of the Company and which will be offered to
the public on terms to be determined at the time of sale (the Senior Securities
and the Subordinated Securities being herein referred to collectively as the
"Securities). The Securities offered by this Prospectus may be sold for U.S.
dollars, foreign currencies or composite currencies, and the principal, premium,
if any, and any interest on the Securities may be payable in U.S. dollars,
foreign currencies or composite currencies. By separate prospectus, the form of
which is included in the Registration Statement of which this Prospectus forms a
part, four Delaware statutory business trusts (the "Trusts"), the common trust
securities of which will be wholly-owned, directly or indirectly, by the
Company, may from time to time severally offer preferred trust securities
guaranteed by the Company to the extent set forth therein and the Company may
offer from time to time junior subordinated debt securities either directly or
to a Trust. The aggregate initial public offering price of the securities to be
offered by this Prospectus and such other prospectus shall not exceed
$500,000,000 (or the equivalent thereof if any of the securities are denominated
in a foreign currency or composite currency).
The Securities of a series may be issued in registered form without
coupons, in bearer form with or without coupons attached or in the form of one
or more global securities in registered or bearer form. The classification as
Senior Securities or Subordinated Securities, specific designation, aggregate
principal amount, currency (if other than U.S. dollars) or composite currency in
which the principal, premium, if any, or any interest is payable, authorized
denominations, offering price, maturity, rate (or method of calculation) and
time and place of payment of any interest, any redemption terms or other
specific terms of the Securities in respect of which this Prospectus is being
delivered ("Offered Securities") and any listing on a securities exchange are
set forth in an accompanying supplement to this Prospectus (the "Prospectus
Supplement"), together with the terms of offering of the Offered Securities.
The Securities may be sold (i) directly to purchasers, (ii) through agents
designated from time to time, (iii) to dealers or (iv) through underwriters or a
group of underwriters. If agents of the Company or underwriters are involved in
the sale of the Offered Securities, their names are set forth in the applicable
Prospectus Supplement. If agents of the Company, underwriters or dealers are
involved in the sale of the Offered Securities, descriptions of their
compensation and indemnification arrangements and the net proceeds to the
Company are set forth in the applicable Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
------------------------
This Prospectus and the related Prospectus Supplement may be used by the
Company, PaineWebber Incorporated ("PaineWebber") or PaineWebber International
(U.K.) Ltd. ("PaineWebber International"), each a wholly owned subsidiary of the
Company, or other affiliates of the Company in connection with offers and sales
related to secondary market transactions in the Securities at negotiated prices
related to prevailing market prices at the time of sale or otherwise.
PaineWebber, PaineWebber International or such other Company affiliates may act
as principal or agent in such transactions.
------------------------
The date of this Prospectus is , 1996.
<PAGE> 58
IN CONNECTION WITH AN OFFERING OR DISTRIBUTION, THE UNDERWRITERS OR, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE AGENTS FOR SUCH OFFERING OR DISTRIBUTION
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF THE OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The registration
statement of which this Prospectus forms a part, as well as reports, proxy
statements and other information filed by the Company, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New
York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at http://www.sec.gov. In
addition, reports, proxy statements and other information concerning the Company
can also be inspected at the offices of the New York Stock Exchange, Inc. (the
"NYSE"), 20 Broad Street, New York, New York and the Pacific Stock Exchange, 301
Pine Street, San Francisco, California.
This Prospectus constitutes a part of the Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed with the Commission under the Securities Act of 1933 (the
"Securities Act") with respect to the Securities. This Prospectus does not
contain all of the information set forth in such Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Securities. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission or incorporated by reference herein are not necessarily
complete, and in each instance reference is made to the copy of such document so
filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996 and the Company's Current Report on Form 8-K
dated January 18, 1996, as filed with the Commission pursuant to the Exchange
Act (File No. 1-7367), are hereby incorporated by reference in this Prospectus.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
respective date of filing of each such document. Any statement contained herein,
in any Prospectus Supplement or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein, in any
Prospectus Supplement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge upon written or oral request by any
person, including any beneficial owner, to whom this Prospectus is delivered, a
copy of any or all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents. Requests for such copies should be directed to Assistant
Secretary, Paine Webber Group Inc., 1285 Avenue of the Americas, New York, New
York 10019, telephone (212) 713-2722.
------------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, A
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED BY REFERENCE AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY PAINE WEBBER GROUP INC. OR ANY AGENT, UNDERWRITER OR DEALER.
NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AND A
PROSPECTUS SUPPLEMENT AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION THEY
CONTAIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES
References herein to "U.S. dollars", "U.S. $" or "$" are to the lawful
currency of the United States.
2
<PAGE> 59
THE COMPANY
Paine Webber Group Inc. is a holding company which, together with its
operating subsidiaries, forms one of the largest full-service securities and
commodities firms in the industry. Founded in 1879, the Company employs
approximately 15,800 people in 302 offices worldwide.
The Company's principal line of business is to serve the investment and
capital needs of individual, corporate, institutional and public agency clients
through its broker-dealer subsidiary, PaineWebber, and other specialized
subsidiaries. The Company holds memberships in all major securities and
commodities exchanges in the United States, and makes a market in many
securities traded on Nasdaq National Market or on other over-the-counter
markets. Additionally, PaineWebber is a primary dealer in U.S. government
securities.
The Company is comprised of interrelated business groups, including
Research, the Private Client Group, the Municipal Securities Group, Investment
Banking, Asset Management, Global Fixed Income and Commercial Real Estate, and
Global Equities and Transaction Services, which utilize common operational and
administrative personnel and facilities.
The Research Group provides investment advice to institutional and
individual investors, and other business areas of the Company, on approximately
890 companies in 62 industry sectors.
The Private Client Group consists primarily of a domestic branch office
system and consumer product groups through which PaineWebber and certain other
subsidiaries provide clients with financial services and products, including the
purchase and sale of securities, option contracts, commodity and financial
futures contracts, fixed income instruments, mutual funds, trusts and selected
insurance products. The Company may act as a principal or agent in providing
these services. Fees charged vary according to the size and complexity of a
transaction, and the activity level of a client's account.
The Municipal Securities Group originates, underwrites, sells and trades
taxable and tax-exempt issues for municipal and public agency clients.
Through the Investment Banking group, the Company provides financial advice
to, and raises capital for, a broad range of domestic and international
corporate clients. Investment Banking manages and underwrites public and private
offerings, participates as an underwriter in syndicates of public offerings
managed by others, and provides advice in connection with mergers and
acquisitions, restructurings and recapitalizations.
The Asset Management group is comprised of Mitchell Hutchins Asset
Management Inc. ("MHAM"), Mitchell Hutchins Institutional Investors Inc.
("MHII") and Mitchell Hutchins Investment Advisory division ("MHIA"). MHAM and
MHII provide investment advisory and portfolio management services to pension
and endowment funds. MHAM also provides investment advisory and portfolio
management services to individuals and mutual funds. MHIA provides portfolio
management services to individuals, trusts and institutions.
Through the Global Fixed Income and Global Equities Groups, the Company
places securities for, and executes trades on behalf of, institutional clients
both domestically and internationally. In addition, the Company takes positions
in both listed and over-the-counter equity securities and fixed income
securities to facilitate client transactions or for the Company's own account.
The Commercial Real Estate Group provides a full range of capital market
services to real estate clients, including underwriting of debt and equity
securities, principal lending activity, debt restructuring, property sales and
bulk sales services, and a broad range of other advisory services.
The Transaction Services Group includes correspondent services, prime
brokerage and securities lending businesses, and specialist trading. Through
Correspondent Services Corporation, the Company provides execution and clearing
services to broker-dealers in the U.S. and overseas. The Company also acts as a
specialist responsible for executing transactions and maintaining an orderly
market in certain securities.
The Company's businesses operate in one of the nation's most highly
regulated industries. Violations of applicable regulations can result in the
revocation of broker-dealer licenses, the imposition of censures or fines, and
the suspension or expulsion of a firm. The Company's businesses are regulated by
various agencies, including the Commission, the NYSE, the Commodity Futures
Trading Commission and the National Association of Securities Dealers, Inc. (the
"NASD").
3
<PAGE> 60
The Company's principal executive offices are located at 1285 Avenue of the
Americas, New York, New York 10019 (Telephone: (212) 713-2000).
For purposes of the foregoing description, all references to the "Company"
refer collectively to Paine Webber Group Inc. and its operating subsidiaries,
unless the context otherwise requires.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities offered hereby will be used for general corporate purposes,
including, but not limited to, funding investments in or extensions of credit to
subsidiaries, repayments of indebtedness of the Company or its subsidiaries, and
possible acquisitions. The precise amount and timing of the application of the
funds will depend upon future requirements and the availability of other funds
to the Company and its subsidiaries. Management of the Company expects that the
Company and its subsidiaries will engage in additional financings as needs
arise.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for the five-year period ended December 31, 1995, and the six-month
period ended June 30, 1996.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
DECEMBER 31 JUNE 30
- ---------------------------------------- ----------------
1991 1992 1993 1994 1995 1996
- ---- ---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C>
1.2 1.4 1.3 1.0 1.1 1.3
</TABLE>
For purposes of computing the ratio of earnings to fixed charges,
"earnings" consist of earnings before taxes on income and fixed charges and
"fixed charges" consist of interest expense incurred on securities sold under
repurchase agreements, and short-term and long-term borrowings and that portion
of rental expense estimated to be representative of the interest factor.
DESCRIPTION OF SECURITIES
The Senior Securities are to be issued under an Indenture dated as of March
15, 1988, as amended by a supplemental indenture dated as of September 22, 1989,
and by a supplemental indenture dated as of March 22, 1991, between the Company
and The Chase Manhattan Bank, as Trustee (the "Senior Indenture"). The
Subordinated Securities are to be issued under an Indenture dated as of March
15, 1988, as amended by a supplemental indenture dated as of September 22, 1989,
by a supplemental indenture dated as of March 22, 1991, and by a supplemental
indenture dated as of November 30, 1993, between the Company and Chase Manhattan
Bank Delaware, as Trustee (the "Subordinated Indenture"). The Senior Indenture
and the Subordinated Indenture (being sometimes referred to herein collectively
as the "Indentures" and individually as an "Indenture") are filed as exhibits to
the Registration Statement. The Company may enter into one or more additional
indentures providing for Senior Securities or Subordinated Securities with one
or more banking institutions organized under the laws of the United States or
any state serving as trustee. Reference is made to the Prospectus Supplement for
information regarding the indenture under which the Offered Securities will be
issued.
The statements under this heading are subject to the detailed provisions of
each Indenture. Whenever particular provisions of the Indentures or terms
defined therein are referred to, such provisions or definitions are incorporated
by reference herein as a part of the statements made and the statements are
qualified in their entirety by such reference.
GENERAL
The Securities of a series may be issued in fully registered form without
Coupons ("Registered Securities") or in bearer form with or without Coupons
attached ("Bearer Securities") or both. Securities of a
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<PAGE> 61
series may also be issued in whole or in part in the form of one or more global
securities (each, a "Global Security"). Unless otherwise specified in the
applicable Prospectus Supplement, the Securities will be only Registered
Securities. Registered Securities which are book-entry securities ("Book-Entry
Securities") may be issued in the form of registered Global Securities.
Securities denominated in U.S. dollars will be issued, unless otherwise set
forth in the applicable Prospectus Supplement, in denominations of $1,000 or an
integral multiple thereof for Registered Securities, and only in the
denomination of $5,000 for Bearer Securities. (Section 302)
Neither of the Indentures limits the aggregate principal amount of
Securities which may be issued thereunder. The Securities will be direct,
unsecured obligations of the Company. The Subordinated Securities will be
subordinated in right of payment, to the extent and in the manner set forth in
the Subordinated Indenture, to the prior payment in full of all Superior
Indebtedness as described below under "Subordination."
If any of the Securities are sold for any foreign currency or composite
currency or if principal of (or premium, if any) or any interest on any of the
Securities is payable in any foreign currency or composite currency, the
restrictions, elections, Federal income tax consequences, specific terms and
other information with respect to such issue of Securities and such foreign
currency or composite currency will be set forth in the Prospectus Supplement
relating thereto.
If the amount of payments of principal of (or premium, if any) or any
interest on any of the Securities is determined with reference to any type of
index or formula or changes in prices of particular securities, currencies,
intangibles, goods, articles or commodities, the Federal income tax
consequences, specific terms and other information with respect to such issue of
Securities and such index or formula, securities, currencies, intangibles,
goods, articles or commodities will be set forth in the Prospectus Supplement
relating thereto.
The Securities may be issued in one or more series with the same or various
maturities at or above par or with an original issue discount. Certain
Securities may be issued which provide for an amount less than the principal
amount thereof to be due and payable in the event of an acceleration of the
maturity thereof (each an "Original Issue Discount Security"), including by
reason of redemption or early repayment. Original Issue Discount Securities may
bear no interest or may bear interest at a rate which at the time of issuance is
below market rates and will be sold at a discount (which may be substantial)
below their stated principal amount. Certain Original Issue Discount Securities
may be issued with original issue discount for United States Federal income tax
purposes. The Prospectus Supplement with respect to any Offered Securities
issued with such original issue discount will contain a discussion of Federal
income tax considerations with respect thereto.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Securities: (i) the title and any limit on the aggregate principal
amount of the Offered Securities and whether the Offered Securities are Senior
Securities or Subordinated Securities; (ii) the percentage of their principal
amount at which the Offered Securities will be issued; (iii) the date or dates
on which the Offered Securities will mature; (iv) the rate or rates (which may
be fixed or variable) per annum, if any, at which the Offered Securities will
bear interest or the method of determining such rate or rates; (v) the date or
dates from which such interest, if any, shall accrue and the date or dates at
which such interest, if any, will be payable; (vi) the place where the principal
of (and premium, if any) and interest, if any, on the Offered Securities will be
payable; (vii) the terms for redemption or early repayment, if any, including
any mandatory or optional sinking fund or analogous provision; (viii) the
principal amount of any Offered Securities which are Original Issue Discount
Securities that is payable upon acceleration of the maturity of such Offered
Securities; (ix) if other than U.S. dollars, the currency, currencies, composite
currency or composite currencies for which the Offered Securities may be
purchased and the currency, currencies, composite currency or composite
currencies in which the payment of principal of (or premium, if any) or any
interest on such Offered Securities will be made and, if the Company or the
Holders of Offered Securities may elect to receive such payment in a currency,
currencies, composite currency or composite currencies other than that in which
the Offered Securities are stated to be payable, then, the period or periods
within which, and the terms and conditions upon which, such election may be made
and, if the amount of such payments may be determined with reference to an index
based on a currency, currencies, composite currency or composite currencies
other than that in which the Offered Securities are stated to be payable, then
the manner in which such amounts shall be
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<PAGE> 62
determined; (x) whether the Offered Securities will be issued as Registered
Securities or Bearer Securities or both and the terms upon which any Bearer
Securities of such series may be exchanged for Registered Securities of such
series; (xi) whether the Offered Securities are to be issued in whole or in part
in the form of one or more Global Securities and, if so, the identity of the
depositary or depositaries for such Global Security or Securities; (xii) if a
temporary Global Security is to be issued with respect to some of or all the
Offered Securities, any requirements for certification of ownership by
non-United States persons that will apply prior to (a) the issuance of a
definitive Security or (b) the payment of interest on an interest payment date
that occurs before the issuance of a definitive Security; (xiii) if a temporary
Global Security is to be issued with respect to some of or all the Offered
Securities, the terms upon which interests in such temporary Global Security may
be exchanged for interests in a definitive Global Security or for definitive
Securities and the terms upon which interests in a definitive Global Security,
if any, may be exchanged for definitive Securities; (xiv) whether and under what
circumstances the Company will pay additional amounts to certain Holders of
Offered Securities in respect of any tax, assessment or governmental charge
required to be withheld or deducted and, if so, whether the Company will have
the option to redeem such Offered Securities rather than pay any additional
amounts; (xv) if the amount of payments of principal of (or premium, if any) or
any interest on the Offered Securities may be determined with reference to an
index based on the prices, changes in prices, or differences between prices, of
securities, currencies, intangibles, goods, articles or commodities, or
otherwise by application of a formula, the manner in which such amounts shall be
determined; (xvi) any additional Events of Default (as defined below under
"Events of Default, Notice and Waiver") or restrictive covenants provided for
with respect to the Offered Securities; and (xvii) any other terms of the
Offered Securities not inconsistent with the applicable Indenture.
If any Offered Securities are Bearer Securities, the Prospectus Supplement
will describe any applicable restrictions (including, without limitation, any
restrictions required to comply with United States Federal income tax laws and
regulations) on the offer, sale and delivery of such Bearer Securities in
addition to those set forth under "Limitations on Issuance of Bearer
Securities."
Each Indenture provides that, at the option of the Company, interest on the
Registered Securities of any series that bears interest may be paid by mailing a
check to the address of the Person entitled thereto as such address shall appear
in the Security Register. (Section 301)
The Indentures do not prohibit (i) a consolidation, merger or sale of
assets or other similar transactions that may adversely affect the
creditworthiness of the Company or a successor or combined entity, (ii) a change
of control of the Company or (iii) leveraged transactions involving the Company
whether or not involving a change of control. In addition, under the terms of
the Indentures the Company is entitled to defease the Offered Securities. As a
result, the Indentures do not protect Holders against a substantial decline in
the value of the Offered Securities which may result from the aforementioned
transactions.
EXCHANGE, REGISTRATION AND TRANSFER
Registered Securities (other than a Global Security, except as provided
below) of any series will be exchangeable for other Registered Securities of the
same series and of a like aggregate principal amount and tenor of any authorized
denominations. In addition, if Securities of any series are issuable as both
Registered Securities and Bearer Securities, at the option of the Holder, and
subject to the terms of the Indenture, Bearer Securities (with all unmatured
Coupons, except as provided below, and all matured Coupons in default) of such
series will be exchangeable into Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor.
Bearer Securities with coupons appertaining thereto surrendered in exchange for
Registered Securities between a Regular Record Date or a Special Record Date and
the relevant date for payment of interest shall be surrendered without the
Coupon relating to such date for payment of interest and interest will not be
payable on such date in respect of the Registered Security issued in exchange
for such Bearer Security, but will be payable only to the Holder of such Coupon
when due in accordance with the terms of the applicable Indenture. Bearer
Securities will not be issued in exchange for Registered Securities. (Section
305)
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<PAGE> 63
No service charge will be made for any transfer or exchange of the
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in connection therewith. (Section 305)
Securities may be presented for exchange as provided above, and Registered
Securities (other than a Global Security) may be presented for registration of
transfer (duly endorsed, or accompanied by a satisfactory instrument of
transfer), at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Securities and referred to in an applicable Prospectus Supplement,
without service charge and upon payment of any taxes and other governmental
charges as described in the applicable Indenture. The Company has appointed The
Chase Manhattan Bank as Security Registrar for each Indenture. (Section 305) If
a Prospectus Supplement refers to any transfer agents (in addition to the
Security Registrar) initially designated by the Company with respect to any
series of Securities, the Company may at any time rescind the designation of any
such transfer agent or approve a change in the location through which any such
transfer agent acts, except that, if Securities of a series are issuable solely
as Registered Securities, the Company will be required to maintain a transfer
agent in each Place of Payment for such series and, if Securities of a series
are issuable as Bearer Securities, the Company will be required to maintain (in
addition to the Security Registrar) a transfer agent in a Place of Payment for
such series located outside the United States. The Company may at any time
designate additional transfer agents with respect to any series of Securities.
(Section 1002)
The Company shall not be required to: (i) issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be
redeemed and ending at the close of business on (a) if Securities of the series
are issuable only as Registered Securities, the day of mailing of the relevant
notice of redemption and (b) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if Securities of the series are also issuable as Registered
Securities and there is no publication, the day of mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Registered Security being redeemed in part; or (iii) exchange any
Bearer Security called for redemption, except to exchange such Bearer Security
for a Registered Security of that series and like tenor which is simultaneously
surrendered for redemption. (Section 305)
For a discussion of restrictions on the exchange, registration and transfer
of Global Securities, see "Global Securities" below.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Bearer Securities will
be payable, subject to any applicable laws and regulations, at the offices of
such Paying Agents outside the United States as the Company may designate from
time to time and payment of interest on Bearer Securities with Coupons
appertaining thereto will be made only against surrender of the Coupon relating
to the applicable Interest Payment Date. (Sections 311 and 1002) Unless
otherwise indicated in an applicable Prospectus Supplement, no payment with
respect to any Bearer Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States. Notwithstanding the foregoing, payments of principal of (and premium, if
any) and any interest on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002)
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Registered Securities
will be made at the office of such Paying Agent or Paying Agents as the Company
may designate from time to time, except that at the option of the Company
payment of any interest may be made by check mailed to the address of the Person
entitled thereto as such
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address shall appear in the Security Register. (Section 301) Unless otherwise
indicated in an applicable Prospectus Supplement, payment of any installment of
interest on Registered Securities will be made to the Person in whose name such
Registered Security is registered at the close of business on the Regular Record
Date for such interest. (Section 307)
Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of The Chase Manhattan Bank in the Borough of Manhattan,
The City of New York, will be designated as the Company's Paying Agent in the
Borough of Manhattan, The City of New York, for payments with respect to Offered
Securities (subject to the limitation described above in the case of Bearer
Securities). Any Paying Agents outside the United States and any other Paying
Agents in the United States initially designated by the Company for the Offered
Securities will be named in an applicable Prospectus Supplement. The Company may
at any time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that, if Securities of a series are issuable solely as Registered
Securities, the Company will be required to maintain a Paying Agent in each
Place of Payment for such series and, if Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain (i) a Paying Agent
in the Borough of Manhattan, The City of New York, for payments with respect to
any Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described above, but not
otherwise), and (ii) a Paying Agent in a Place of Payment located outside the
United States where Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment; provided that if any of
the Securities of such series are listed on The International Stock Exchange of
the United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London, Luxembourg or any other required city located outside the United States,
as the case may be, for the Securities or such series. (Section 1002)
All money paid by the Company to a Paying Agent for the payment of
principal of (or premium, if any) or any interest on any Security or Coupon that
remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
Holder of such Security or Coupon will thereafter look only to the Company for
payment thereof. (Section 1003)
If so specified in an applicable Prospectus Supplement, the Company may, at
its option, defer payments of interest otherwise payable on an Interest Payment
Date for a period and upon the terms and conditions described in such Prospectus
Supplement.
GLOBAL SECURITIES
If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series may be issued in the form of one or more Global
Securities that will be deposited with, or on behalf of, a depositary (a
"Depositary") identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or definitive form. The specific terms of the depositary
arrangement with respect to any Securities of a series will be described in the
Prospectus Supplement relating to such series. Unless otherwise specified in the
applicable Prospectus Supplement, the Company anticipates that the following
provisions will apply to all depositary arrangements.
Securities which are to be represented by a Global Security to be deposited
with or on behalf of a Depositary will be represented by a Global Security
registered in the name of such Depositary or its nominee. Upon the issuance of a
Global Security, the Depositary for such Global Security will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited shall be designated by the
underwriters of such Securities, by certain agents of the Company or by the
Company, if such Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants. Ownership
of a beneficial interest in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary or its
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nominee (with respect to participants' interests) for such Global Security or by
participants or persons that hold through participants. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Securities represented by
such Global Security for all purposes under the Indenture governing such
Securities. Except as set forth below, owners of beneficial interests in a
Global Security will not be entitled to have Securities of the series
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Securities of such series in
definitive form and will not be considered the owners or holders thereof under
the Indenture governing such Securities. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of the
Depositary for such Global Security and, if such person is not a participant, on
the procedures of the participant and, if applicable, the indirect participant,
through which such person owns its interest, to exercise any rights of a holder
under such Indenture.
Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities," payment of principal of (and premium, if any) and any
interest on Securities registered in the name of or held by a Depositary or its
nominee will be made to such Depositary or its nominee, as the case may be, as
the registered owner or the holder of the Global Security representing such
Securities. None of the Company, the Trustee for such Securities, any Paying
Agent, any Authenticating Agent or the Security Registrar for such Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a Global
Security representing such Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. (Section
307)
The Company expects that the Depositary for Securities, upon receipt of any
payment of principal of (or premium, if any) or any interest on a definitive
Global Security representing such Securities, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective holdings in principal amount of beneficial interest in such Global
Security as shown on the records of such Depositary. The Company also expects
that payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name".
Such payments will be the responsibility of such participants. Receipt by owners
of beneficial interests in a temporary Global Security of payments of principal
of (or premium, if any) or any interest on such Global Security will be subject
to the restrictions discussed under "Limitation on Issuance of Bearer
Securities."
Unless and until it is exchanged in whole for Securities in definitive
form, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. (Section 312) If a Depositary for
Securities of any series is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by the Company within
ninety days, the Company will issue Securities of such series in like tenor and
terms in definitive registered form in exchange for the Global Security or
Global Securities representing all such Securities. Further, an owner of a
beneficial interest in a Global Security representing Securities of a series
may, on terms acceptable to the Company and the Depositary for such Global
Security, receive Securities of such series in definitive registered form. In
addition, the Company may at any time and in its sole discretion determine not
to have any Securities of a series represented by Global Securities and, in such
event, will issue Securities of such series in like tenor and terms in
definitive registered form in exchange for the Global Security or Global
Securities representing all such Securities. In any such instance, an owner of a
beneficial interest in a Global Security will be entitled to physical delivery
in definitive form of Securities of the series represented by such Global
Security equal in aggregate principal amount to such beneficial interest and to
have such Securities registered in the name of the owner of such beneficial
interest. (Section 312)
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If so specified in an applicable Prospectus Supplement, all or any portion
of the Securities of a series that are issuable as Bearer Securities initially
will be represented by one or more temporary Global Securities, with one or more
Coupons or without Coupons, to be deposited with a common depository in London
for Morgan Guaranty Trust Company of New York, Brussels Office, as operator of
the Euro-clear System ("Euro-clear") and Centrale de Livraison de Valeurs
Mobilieres S.A. ("CEDEL") for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they may
direct). On and after the exchange date determined as provided in any such
temporary Global Security and described in an applicable Prospectus Supplement,
each such temporary Global Security will be exchangeable for a like aggregate
principal amount of definitive Securities in like tenor and terms in bearer
form, registered form or definitive global bearer form, or any combination
thereof, as specified in an applicable Prospectus Supplement. No Bearer Security
(including a Global Security in definitive bearer form) delivered in exchange
for a portion of a temporary Global Security shall be mailed or otherwise
delivered to any location in the United States (as defined under "Limitations on
Issuance of Bearer Securities") in connection with such exchange. (Sections 303
and 304)
Unless otherwise specified in an applicable Prospectus Supplement,
definitive Securities in respect of any portion of a temporary Global Security
will only be delivered, and interest in respect of any portion of a temporary
Global Security payable in respect of an Interest Payment Date occurring prior
to the issuance of definitive Securities will only be paid, upon delivery of a
certificate signed by Euro-clear or CEDEL, as the case may be, with respect to
the portion of the temporary Global Security held for the account of the
beneficial owner in the form required by the applicable Indenture. Such
certificate must be dated no earlier than the exchange date or such Interest
Payment Date, as the case may be, and must be based on statements provided to
Euro-clear or CEDEL, as applicable, by its account holders who are beneficial
owners of interests in such temporary Global Security to the effect that such
portion is beneficially owned (i) by a person that is not a United States person
or (ii) by or through a qualifying financial institution in compliance with
applicable Treasury regulations.
If any Securities of a series are issuable in definitive global form, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such definitive Global Security may
exchange such interests for Securities of such series and of like tenor, terms
and principal amount in any authorized form and denomination. No Bearer Security
delivered in exchange for a portion of a definitive Global Security shall be
mailed or otherwise delivered to any location in the United States in connection
with such exchange. (Section 305) A Person having a beneficial interest in a
definitive Global Security, except with respect to payment of principal of (and
premium, if any) and any interest on such definitive Global Security, will be
treated as a Holder of such principal amount of Outstanding Securities
represented by such definitive Global Security as shall be specified in a
written statement of the Holder of such definitive Global Security, or, in the
case of a definitive Global Security in bearer form, of Euro-clear or CEDEL,
which is produced to the Trustee by such Person. (Section 203) Principal of (and
premium, if any) and any interest on a definitive Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
CERTAIN RESTRICTIVE PROVISIONS
The Senior Indenture relating to Offered Securities to be issued on a
parity with other senior indebtedness of the Company provides that, with certain
limited exceptions, the Company will not, nor will it permit any Restricted
Subsidiary (as defined in the Senior Indenture) to, pledge as security for any
loan the capital stock or indebtedness of any Restricted Subsidiary or create,
incur, assume or permit to exist any lien on any property or asset of the
Company. (Section 1008) Such provisions shall apply to all such Offered
Securities unless the applicable Prospectus Supplement expressly states
otherwise.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each Indenture provides that the Company, without the consent of any
Holders of Securities, may consolidate with or merge into any other corporation
or transfer or lease its assets substantially as an entirety to any Person or
may acquire or lease the assets of any Person substantially as an entirety or
may permit any corporation to merge into the Company provided that: (i) the
successor is a corporation organized under the
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laws of any domestic jurisdiction; (ii) the successor corporation, if other than
the Company, assumes the Company's obligations under such Indenture and the
Securities issued thereunder; (iii) immediately after giving effect to the
transaction, no Event of Default and no event that, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing; and (iv) certain other conditions are met. (Section 801)
MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee thereunder may,
without the consent of any Holders of Securities, enter into supplemental
indentures for the purposes, among other things, of adding to the Company's
covenants, adding additional Events of Default, establishing the form or terms
of Securities or, provided such action shall not adversely affect the interests
of the Holders of any series of Securities in any material respect, curing
ambiguities or inconsistencies in such Indenture or making other provisions.
(Section 901)
Each Indenture contains provisions permitting the Company, with the consent
of the Holders of not less than 66 2/3% in principal amount of the Outstanding
Securities of each affected series, to execute supplemental indentures adding
any provisions to or changing or eliminating any of the provisions of such
Indenture or modifying the rights of the Holders of the Securities of such
series, except that no such supplemental indenture may, without the consent of
the Holders of all the Outstanding Securities affected thereby, among other
things: (i) change the maturity of the principal of, or any installment of
principal of or interest on, any of the Securities; (ii) reduce the principal
amount thereof (or any premium thereon) or the rate of interest, if any,
thereon; (iii) reduce the amount of the principal of Original Issue Discount
Securities payable on any acceleration of maturity; (iv) change the currency,
currencies, composite currency or composite currencies in which any of the
Securities or any premium or interest thereon is payable; (v) change any
obligation of the Company to maintain an office or agency in the places and for
the purposes required by such Indenture; (vi) impair the right to institute suit
for the enforcement of any payment due on any Securities on or after their
applicable maturity date; (vii) reduce the percentage in principal amount of the
Outstanding Securities of any series the consent of the Holders of which is
required for any such supplemental indenture or for any waiver of compliance
with certain provisions of, or of certain defaults under, such Indenture; or
(viii) with certain exceptions, modify the provisions for the waiver of certain
covenants and defaults and any of the foregoing provisions. (Section 902)
WAIVER OF CERTAIN COVENANTS
The Senior Indenture provides that the Company will not be required to
comply with certain restrictive covenants (including those described above under
"Certain Restrictive Provisions") if the Holders of not less than 66 2/3% in
principal amount of each series of Outstanding Securities affected thereby waive
compliance with such restrictive covenants. (Section 1005)
EVENTS OF DEFAULT, NOTICE AND WAIVER
An Event of Default in respect of any series of Securities (unless it is
either inapplicable to a particular series or has been modified or deleted with
respect to any particular series) is defined in each Indenture to be: (i) a
default for 30 days in the payment of any installment of interest upon any of
the Securities of such series when due; (ii) a default in the payment of
principal of (or premium, if any, on) any of the Securities of such series when
due; (iii) a default in the deposit of any sinking fund payment when the same
becomes due by the terms of the Securities of such series; (iv) a default in the
performance, or breach, of any other covenants or warranties of the Company in
the applicable Indenture which shall not have been remedied for a period of 60
days after notice from the Trustee thereunder or the Holders of not less than
25% in principal amount of the Outstanding Securities of such series; (v)
certain events of bankruptcy, insolvency or reorganization of the Company; and
(vi) such other events as may be specified for such series. (Section 501)
Each Indenture provides that if an Event of Default specified therein in
respect of any series of Outstanding Securities issued under such Indenture
shall have occurred and be continuing, either the Trustee
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thereunder or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal (or, if such
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified by the terms of such Securities) of all of the
Outstanding Securities of such series to be immediately due and payable.
(Section 502)
Each Indenture provides that the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee thereunder, or exercising any trust or power conferred on such
Trustee, with respect to the Securities of such series, provided that such
Trustee may act in any way that is not inconsistent with such directions and may
decline to act if any such direction is contrary to law or to such Indenture or
would involve such Trustee in personal liability. (Section 512)
Each Indenture provides that the Holders of not less than a majority in
principal amount of the Outstanding Securities of any series may on behalf of
the Holders of all of the Outstanding Securities of such series waive any past
default under the applicable Indenture with respect to such series and its
consequences, except a default (i) in the payment of the principal of (or
premium, if any) or any interest on any of the Securities of such series or (ii)
in respect of a covenant or provision of such Indenture which, under the terms
of such Indenture, cannot be modified or amended without the consent of the
Holders of all of the Outstanding Securities of such series affected thereby.
(Section 513)
Each Indenture contains provisions entitling the Trustee thereunder,
subject to the duty of such Trustee during an Event of Default in respect of any
series of Securities to act with the required standard of care, to be
indemnified by the Holders of the Securities of such series before proceeding to
exercise any right or power under such Indenture at the request of the Holders
of the Securities of such series. (Sections 601 and 603)
Each Indenture provides that the Trustee thereunder will, within 90 days
after the occurrence of a default in respect of any series of Securities, give
to the Holders of the Securities of such series notice of all uncured and
unwaived defaults known to it; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or any interest
on, or any sinking fund installment with respect to, any of the Securities of
such series, such Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders of the Securities of such series; and provided, further, that such
notice shall not be given until at least 30 days after the occurrence of an
Event of Default regarding the performance, or breach, of any covenant or
warranty of the Company under such Indenture other than for the payment of the
principal of (or premium, if any) or any interest on, or any sinking fund
installment with respect to, any of the Securities of such series. The term
default for the purpose of this provision only means any event that is, or after
notice or lapse of time, or both, would become, an Event of Default with respect
to the Securities of such series. (Section 602)
Each Indenture requires the Company to file annually with the Trustee
thereunder a certificate, executed by an officer of the Company, indicating
whether the Company is in default under such Indenture. (Section 1004)
MEETINGS
Each Indenture contains provisions for convening meetings of the Holders of
Securities of a series if Securities of that series are issuable as Bearer
Securities to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action that may be made, given or taken by such
Holders pursuant to such Indenture. (Section 1301). A meeting may be called at
any time by the Trustee under the applicable Indenture, and also, upon request,
by the Company or the Holders of at least 10% in principal amount of the
Outstanding Securities of such series, in any such case upon notice given in
accordance with "Notices" below. (Section 1302) Persons entitled to vote a
majority in principal amount of the Outstanding Securities of a series shall
constitute a quorum at a meeting of Holders of Securities of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which is required to be given by the Holders of
not less than 66 2/3% in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote 66 2/3% in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum, (i) a meeting called by the Company or the
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Trustee shall be adjourned for a period of not less than 10 days, and in the
absence of a quorum at any such adjourned meeting, the meeting shall be further
adjourned for a period of not less than 10 days and (ii) a meeting called by the
Holders shall be dissolved. Any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which may be
made, given or taken by the Holders of a specified percentage in principal
amount of Outstanding Securities of a series may be adopted at a meeting or
adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series. Any resolution passed or decision
taken at any meeting of Holders of Securities of any series duly held in
accordance with the applicable Indenture will be binding on all Holders of
Securities of that series and of the related Coupons whether or not present or
represented at the meeting. With respect to any consent, waiver or other action
which the applicable Indenture expressly provides may be given by the Holders of
a specified percentage of Outstanding Securities of all series affected thereby
(acting as one class), only the principal amount of Outstanding Securities of
any series represented at a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid and voting in favor of such action shall
be counted for purposes of calculating the aggregate principal amount of
Outstanding Securities of all series affected thereby favoring such action.
(Section 1304)
NOTICES
Except as otherwise provided in each Indenture, notices to Holders of
Bearer Securities will be given by publication at least once in a daily
newspaper in The City of New York and London and in such other city or cities as
may be specified in such Bearer Securities and will be mailed to such Persons
whose names and addresses were previously filed with the Trustee under the
applicable Indenture within the two preceding years, within the time prescribed
for the giving of such notice. Notices to Holders of Registered Securities will
be given by mail to the addresses of such Holders as they appear in the Security
Register, within the time prescribed for the giving of such notice. (Section
106)
TITLE
Title to any Bearer Securities (including Bearer Securities that are Global
Securities) and any Coupons appertaining thereto will pass by delivery. The
Company, the appropriate Trustee and any agent of the Company or such Trustee
may treat the Holder of any Bearer Security, the Holder of any Coupon and the
registered owner of any Registered Security as the absolute owner thereof
(whether or not such Security or Coupon shall be overdue and notwithstanding any
notice to the contrary) for the purpose of making payment and for all other
purposes. (Section 308)
REPLACEMENT OF SECURITIES AND COUPONS
Any mutilated Security and any Security with a mutilated Coupon
appertaining thereto will be replaced by the Company at the expense of the
Holder upon surrender of such mutilated Security or Security with a mutilated
Coupon to the appropriate Trustee. Securities or Coupons that become destroyed,
stolen or lost will be replaced by the Company at the expense of the Holder upon
delivery to the appropriate Trustee of evidence of the destruction, loss or
theft thereof satisfactory to the Company and such Trustee; in the case of any
Coupon which becomes destroyed, stolen or lost, such Coupon will be replaced
(upon surrender to the appropriate Trustee of the Security with all appurtenant
Coupons not destroyed, stolen or lost) by issuance of a new Security in exchange
for the Security to which such Coupon appertains. In the case of a destroyed,
lost or stolen Security or Coupon, an indemnity satisfactory to the appropriate
Trustee and the Company may be required at the expense of the Holder of such
Security or Coupon before a replacement Security will be issued. (Section 306)
DEFEASANCE
Unless the Prospectus Supplement relating to the Offered Securities
provides otherwise, the Company at its option (i) will be Discharged (as such
term is defined in the applicable Indenture) from any and all obligations in
respect of the Offered Securities (except for certain obligations to register
the transfer or
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exchange of Securities, replace stolen, lost or mutilated Securities and
Coupons, maintain paying agencies and hold moneys for payment in trust) or (ii)
need not comply with certain restrictive covenants of the applicable Indenture
(including those described above under "Certain Restrictive Provisions"), if
there is deposited with the Trustee money and/or (a) in the case of Securities
and Coupons denominated in U.S. dollars, U.S. Government Obligations (as defined
in the applicable Indenture), or (b) in the case of Securities and Coupons
denominated in a foreign or composite currency, Foreign Government Securities
(as defined in the applicable Indenture), which in each case through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient to pay in the currency, currencies,
composite currency or composite currencies in which the Offered Securities are
payable all the principal of, and interest on, the Offered Securities on the
dates such payments are due in accordance with the terms of the Offered
Securities. Among the conditions to the Company's exercising any such option,
the Company is required to deliver to the appropriate Trustee an opinion of
counsel to the effect that the deposit and related defeasance would not cause
the Holders of the Offered Securities to recognize income, gain or loss for
United States Federal income tax purposes and that the Holders will be subject
to United States Federal income tax in the same amounts, in the same manner and
at the same times as would have been the case if such deposit and related
defeasance had not occurred. (Sections 401 and 403)
SUBORDINATION
The payment of the principal of (and premium, if any) and any interest on
the Subordinated Securities, including sinking fund payments, is subordinated in
right of payment, to the extent and in the manner set forth in the Subordinated
Indenture, to the prior payment in full of all Superior Indebtedness. (Section
1401) Superior Indebtedness is defined as (i) the principal of, premium, if any,
and accrued and unpaid interest on (a) indebtedness of the Company for money
borrowed, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, incurred or assumed, (b) guarantees by the
Company of indebtedness for money borrowed by any other person, whether
outstanding on the date of execution of the Subordinated Indenture or thereafter
created, incurred or assumed, (c) indebtedness evidenced by notes, debentures,
bonds or other instruments of indebtedness for the payment of which the Company
is responsible or liable, by guarantees or otherwise, whether outstanding on the
date of execution of the Subordinated Indenture or thereafter created, incurred
or assumed, and (d) obligations of the Company under any agreement to lease, or
any lease of, any real or personal property, whether outstanding on the date of
execution of the Subordinated Indenture or thereafter created, incurred or
assumed, (ii) any other indebtedness, liability or obligation, contingent or
otherwise, of the Company and any guarantee, endorsement or other contingent
obligation of the Company in respect of any indebtedness, liability or
obligation, whether outstanding on the date of execution of the Subordinated
Indenture or thereafter created, incurred or assumed, and (iii) modifications,
renewals, extensions and refundings of any such indebtedness, liabilities,
obligations or guarantees; unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
indebtedness, liabilities, obligations or guarantees, or such modification,
renewal, extension or refunding thereof, are not superior in right of payment to
the Subordinated Securities; provided, however, that Superior Indebtedness will
not be deemed to include, and the Subordinated Securities will rank equal in
right of payment to, the Company's 7 3/4% Subordinated Notes due 2002, and all
other such subordinated securities, including but not limited to the Medium-Term
Subordinated Notes, Series B, and the Medium-Term Subordinated Notes, Series D,
of the Company, or any obligation of the Company to any subsidiary. (Sections
101, 1401 and 1408) The Subordinated Indenture and the Subordinated Securities
do not contain any covenants or other provisions that would limit the issuance
of additional Superior Indebtedness.
No payment by the Company on account of principal of (or premium, if any)
or any interest on the Subordinated Securities, including sinking fund payments,
may be made if any default or event of default with respect to any Superior
Indebtedness shall have occurred and be continuing and written notice thereof
shall have been given to the Trustee by the Company or to the Company and the
Trustee by the holders of at least 10% in principal amount of any kind or
category of any Superior Indebtedness (or a representative or trustee on their
behalf). Upon any acceleration of the principal due on the Subordinated
Securities or any payment or distribution of assets of the Company to creditors
upon any dissolution, winding up, liquidation or
14
<PAGE> 71
reorganization, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all principal of (and premium, if any) and
interest due or to become due on all Superior Indebtedness must be paid in full
before the holders of Subordinated Securities are entitled to receive or retain
any payment (other than shares of stock or subordinated indebtedness provided by
a plan of reorganization or adjustment which does not alter the rights of
holders of Superior Indebtedness). Subject to the payment in full of all
Superior Indebtedness, the holders of the Subordinated Securities are to be
subrogated to the rights of the holders of Superior Indebtedness to receive
payments or distributions of assets of the Company applicable to Superior
Indebtedness until the Subordinated Securities are paid in full. (Section 1402)
By reason of such subordination, in the event of insolvency, creditors of the
Company who are holders of Superior Indebtedness, as well as certain general
creditors of the Company, may recover more, ratably, than the holders of the
Subordinated Securities.
The Company's rights and the rights of its creditors (including holders of
Senior Securities and Subordinated Securities) to participate in any
distribution of assets of any subsidiary of the Company upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except to the extent that claims of the Company
itself as a creditor of the subsidiary may be recognized. Also, dividend
payments and advances to the Company by PaineWebber and certain other
subsidiaries of the Company are restricted by the provisions of the net capital
rules of the Commission and the NYSE and covenants in various loan agreements.
The operations of the Company are conducted through its subsidiaries and,
therefore, the Company is dependent upon the earnings and cash flow of its
subsidiaries to meet its obligations, including obligations under the Senior
Securities and Subordinated Securities. The Senior Securities and Subordinated
Securities will be effectively subordinated to all indebtedness of the Company's
subsidiaries. As of June 30, 1996, the aggregate amount of indebtedness of the
Company's subsidiaries (such indebtedness consisting of short-term borrowings
and other than borrowings owed directly or indirectly to the Company or another
subsidiary) to which holders of the Senior Securities and Subordinated
Securities would have been structurally subordinated was approximately $465
million.
GOVERNING LAW
The Indenture, the Securities and the Coupons will be governed by, and
construed in accordance with, the laws of the State of New York. (Section 112)
THE TRUSTEES UNDER THE INDENTURES
The Chase Manhattan Bank is the Trustee under the Senior Indenture. The
Chase Manhattan Bank is a depositary for funds and performs other services for,
and transacts other banking business with, the Company in the normal course of
business.
Chase Manhattan Bank Delaware is the Trustee under the Subordinated
Indenture.
ERISA MATTERS
The Company, PaineWebber, PaineWebber International and other affiliates of
the Company may each be considered a "party in interest" (within the meaning of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or a
"disqualified person" (within the meaning of Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code")) with respect to many employee
benefit plans ("Plans") that are subject to ERISA. The purchase of Securities by
a Plan that is subject to the fiduciary responsibility provisions of ERISA or
the prohibited transaction provisions of Section 4975 of the Code (including
individual retirement arrangements and other plans described in Section
4975(e)(1) of the Code) and with respect to which the Company, PaineWebber,
PaineWebber International or any other affiliate of the Company is a service
provider (or otherwise is a party in interest or a disqualified person) may
constitute or result in a prohibited transaction under ERISA or Section 4975 of
the Code, unless such Securities are acquired pursuant to and in accordance with
an applicable exemption. Any pension or other employee benefit plan proposing to
acquire any Securities should consult with its counsel.
15
<PAGE> 72
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby (i) directly to
one or more purchasers, (ii) through agents designated from time to time, (iii)
through underwriters or dealers or a group of underwriters. The applicable
Prospectus Supplement will set forth the terms of the offering of any Offered
Securities, including the name or names of any underwriters, the purchase price
of the Offered Securities and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which the Offered
Securities may be listed. If a bidding or auction process is utilized, it will
be described in the Prospectus Supplement.
If underwriters are used in the sale, Offered Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Offered
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase the Offered Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all of the Offered Securities if any are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Offered Securities will be named, and any commissions payable by the
Company to such agents will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the applicable Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in such Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
applicable Prospectus Supplement and such Prospectus Supplement will set forth
the commission payable for the solicitation of such contracts.
Any underwriters, dealers or agents participating in the distribution of
Securities may be deemed to be underwriters and any discounts or commissions
received by them on the sale or resale of Offered Securities may be deemed to be
underwriting discounts and commissions under the Securities Act. Agents and
underwriters may be entitled under agreements entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the agents or underwriters may be required to make in respect
thereof. Agents and underwriters may be customers of, engage in transactions
with, or perform services for the Company in the ordinary course of business.
Unless otherwise specified in the applicable Prospectus Supplement, the
Company and each underwriter, dealer and agent participating in the distribution
of any Offered Securities which are issuable in bearer form will agree that, in
connection with the original issuance of any Bearer Security and during the
period ending 40 days after the date of original issuance of such Bearer
Security, they will not offer, sell or deliver such Bearer Security, directly or
indirectly, to a United States person or to any person within the United States,
except to the extent permitted under applicable Treasury regulations. Any other
restrictions on the offer or sale of Offered Securities in or from jurisdictions
other than the United States or within the United States will be set forth in
the applicable Prospectus Supplement.
All Offered Securities will be a new issue of securities with no
established trading market. Certain agents through whom, and underwriters to
whom, Offered Securities are sold by the Company for public offering and sale
may make a market in such Offered Securities, but such agents and underwriters
will not be obligated to
16
<PAGE> 73
do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for any Offered
Securities.
PaineWebber, PaineWebber International or one or more other affiliates of
the Company may participate in distributions of the Offered Securities. All
distributions of the Offered Securities will conform to the requirements set
forth in Rule 2720 of the Conduct Rules of the NASD.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal income tax laws and regulations,
in general a Bearer Security may not be offered, sold or delivered, directly or
indirectly, to a United States person or to any person within the United States
in connection with the original issuance of such Bearer Security or during the
period ending 40 days after the date of original issuance of such Bearer
Security. However, offers or sales can be made during this period to certain
institutions, including certain international organizations and foreign branches
of U.S. financial institutions (a "qualifying financial institution"), that
satisfy the requirements prescribed by applicable Treasury regulations. In
addition, sales can be made to a United States person acquiring a Bearer
Security through a qualifying financial institution in compliance with
applicable Treasury regulations. Definitive Bearer Securities will not be
delivered to a holder, however, unless the beneficial owner of the Securities
has complied with the certification requirements described above under
"Description of Securities--Global Securities" or, in any event, within the
United States.
Bearer Securities will bear the following legend on their face and on any
Coupons which may be detached therefrom or, if the obligation is evidenced by a
book entry, in the book of record in which the book entry is made: "Any United
States person who holds this obligation will be subject to limitations under the
United States income tax laws, including the limitations provided in Sections
165(j) and 1287(a) of the United States Internal Revenue Code". The Sections
referred to in such legend provide that, with certain exceptions, a United
States taxpayer who holds a Bearer Security will not be allowed to deduct any
loss with respect to, and will not be eligible for capital gain treatment with
respect to any gain realized on, the sale, exchange, redemption or other
disposition of such Bearer Security.
As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source, and "United States" means the United
States of America and its possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa and the Northern Mariana Islands).
LEGAL MATTERS
The validity of the Securities offered hereby will be passed upon for the
Company by its General Counsel, Theodore A. Levine, and for the agents or
underwriters, if any, by Cravath, Swaine & Moore, 825 Eighth Avenue, New York,
New York. Cravath, Swaine & Moore acts from time to time as legal counsel to the
Company and its subsidiaries on the various matters.
17
<PAGE> 74
EXPERTS
The consolidated financial statements of the Company for the year ended
December 31, 1995, incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1995, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
18
<PAGE> 75
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses payable by the Company
in connection with the issuance and distribution of the securities other than
underwriting discounts and commissions. All such fees and expenses except the
Securities and Exchange Commission registration fee and the NASD filing fee are
estimated:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............... $174,241
NASD filing fee................................................... 30,500
Blue Sky fees and expenses........................................ *
Printing and engraving expenses................................... *
Rating agency fees................................................ *
Fees and expenses of accountants.................................. *
Fees and expenses of counsel...................................... *
Fees and expenses of trustees..................................... *
Miscellaneous..................................................... *
--------
Total................................................... *
========
</TABLE>
* To be supplied by amendment
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the General Corporation Law of the State of Delaware gives
corporations the power to eliminate or limit the personal liability of directors
under certain circumstances. Section 145 of the General Corporation Law of the
State of Delaware gives corporations the power to indemnify directors and
officers under certain circumstances.
Article IX of the Restated Certificate of Incorporation (relating to the
elimination of personal liability of directors of the Company) of Paine Webber
Group Inc. is hereby incorporated by reference to Exhibit 3.1 hereto. Article
VII of Paine Webber Group Inc.'s By-Laws (relating to indemnification of
directors and officers of the Company) is hereby incorporated by reference to
Exhibit 3.2 hereto.
The Company also maintains directors and officers liability and corporate
reimbursement insurance which provides for coverage against loss arising from
claims made against directors and officers in their capacity as such. The
general scope of coverage is any breach of duty, neglect, error, misstatement,
misleading statement or omission. Such policy does not exclude liabilities under
the Securities Act of 1933. The Company also maintains fiduciary liability
insurance for losses in connection with claims made against directors of
officers for violation of any of the responsibilities, obligations or duties
imposed upon fiduciaries under the Employee Retirement Income Security Act of
1974.
The indemnification provisions (relating to indemnification of, among
others, controlling persons, directors and officers of the Company against
certain liabilities) contained in the proposed forms of Underwriting Agreement
are hereby incorporated by reference to Exhibits 1.1 and 1.2 hereto.
ITEM 16. EXHIBITS.
See exhibit index at E-1.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
II-1
<PAGE> 76
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in paragraph (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrants
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1993 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-2
<PAGE> 77
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Paine Webber
Group Inc. certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on October 10, 1996.
PAINE WEBBER GROUP INC.,
by /s/ DONALD B. MARRON
------------------------------------
Name: Donald B. Marron
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Donald B. Marron, Regina A. Dolan and Pierce R. Smith or any of them, as his or
her attorney-in-fact, with full power of substitution and resubstitution, to
sign and file on his or her behalf individually and in each capacity stated
below any and all amendments (including post-effective amendments) to this
Registration Statement and any subsequent registration statement filed by the
Company pursuant to Rule 462(b) of the Securities Act of 1933, as fully as such
person could do in person, hereby verifying and confirming all that such
attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------- -------------------
<S> <C> <C>
/s/ DONALD B. MARRON Chairman of the Board, Chief September 30, 1996
- ------------------------------------- Executive Officer, Director
(Donald B. Marron) (principal executive officer)
/s/ REGINA A. DOLAN Vice President and Chief September 30, 1996
- ------------------------------------- Financial Officer (principal
(Regina A. Dolan) financial and accounting
officer)
/s/ T. STANTON ARMOUR Director September 30, 1996
- -------------------------------------
(T. Stanton Armour)
/s/ E. GARRETT BEWKES, JR. Director September 30, 1996
- -------------------------------------
(E. Garrett Bewkes, Jr.)
/s/ RETO BRAUN Director September 30, 1996
- -------------------------------------
(Reto Braun)
/s/ JOHN A. BULT Director September 30, 1996
- -------------------------------------
(John A. Bult)
/s/ FRANK P. DOYLE Director September 30, 1996
- -------------------------------------
(Frank P. Doyle)
/s/ JOSEPH J. GRANO, JR. Director September 30, 1996
- -------------------------------------
(Joseph J. Grano, Jr.)
</TABLE>
II-3
<PAGE> 78
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------- -------------------
<S> <C> <C>
/s/ JOHN E. KILGORE, JR. Director September 30, 1996
- -------------------------------------
(John E. Kilgore, Jr.)
/s/ JAMES W. KINNEAR Director September 30, 1996
- -------------------------------------
(James W. Kinnear)
/s/ NAOSHI KIYONO Director September 30, 1996
- -------------------------------------
(Naoshi Kiyono)
/s/ ROBERT M. LOEFFLER Director September 30, 1996
- -------------------------------------
(Robert M. Loeffler)
/s/ EDWARD RANDALL, III Director September 30, 1996
- -------------------------------------
(Edward Randall, III)
/s/ HENRY ROSOVSKY Director September 30, 1996
- -------------------------------------
(Henry Rosovsky)
/s/ YOSHINAO SEKI Director September 30, 1996
- -------------------------------------
(Yoshinao Seki)
</TABLE>
II-4
<PAGE> 79
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, PWG Capital
Trust I, PWG Capital Trust II, PWG Capital Trust III and PWG Capital Trust IV
each certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on October 10, 1996.
PWG CAPITAL TRUST i,
by Paine Webber Group Inc., as
Sponsor,
by /s/ PIERCE R. SMITH
------------------------------------
Name: Pierce R. Smith
Title: Treasurer
PWG CAPITAL TRUST II,
by Paine Webber Group Inc., as
Sponsor,
by /s/ PIERCE R. SMITH
------------------------------------
Name: Pierce R. Smith
Title: Treasurer
PWG CAPITAL TRUST III,
by Paine Webber Group Inc., as
Sponsor,
by /s/ PIERCE R. SMITH
------------------------------------
Name: Pierce R. Smith
Title: Treasurer
PWG CAPITAL TRUST IV,
by Paine Webber Group Inc., as
Sponsor,
by /s/ PIERCE R. SMITH
------------------------------------
Name: Pierce R. Smith
Title: Treasurer
II-5
<PAGE> 80
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
------- ---------------------------------------------------------------- -------------
<S> <C> <C>
1.1++ Form of Underwriting Agreement relating to the Preferred
Securities......................................................
1.2* Form of Underwriting Agreement relating to the Debt
Securities......................................................
3.1* Restated Certificate of Incorporation of the Registrant.........
3.2* By-Laws of the Registrant.......................................
4.1++ Form of Junior Subordinated Debt Indenture dated as of October
, 1996 between the Company and The Chase Manhattan Bank, as
Trustee.........................................................
4.2a Indenture dated as of March 15, 1988, between the Registrant and
The Chase Manhattan Bank, as Trustee, relating to Senior Debt
Securities. (incorporated by reference to Exhibit No.4.2a to the
Registrant's Registration Statement No. 33-29253 on Form S-3
filed with the Commission on June 14, 1989......................
4.2b* Supplemental Indenture dated as of September 22, 1989, between
the Registrant and The Chase Manhattan Bank, as Trustee,
relating to Senior Debt Securities..............................
4.2c* Supplemental Indenture dated as of March 22, 1991, between the
Registrant and The Chase Manhattan Bank, as Trustee, relating to
Senior Debt Securities..........................................
4.2d Indenture dated as of March 15, 1988, between the Registrant and
Chase Manhattan Bank Delaware, as Trustee, relating to
Subordinated Debt Securities. (incorporated by reference to
Exhibit No. 4.2b to Registrant's Registration Statement No.
33-29253 on Form S-3 filed with the Commission on June 14,
1989)...........................................................
4.2e* Supplemental Indenture dated as of September 22, 1989, between
the Registrant and Chase Manhattan Bank Delaware, as Trustee,
relating to Subordinated Debt Securities........................
4.2f* Supplemental Indenture dated as of March 22, 1991, between the
Registrant and Chase Manhattan Bank Delaware, as Trustee,
relating to Subordinated Debt Securities........................
4.2g* Supplemental Indenture dated as of November 30, 1993, between
the Registrant and Chase Manhattan Bank Delaware, as Trustee,
relating to Subordinated Debt Securities........................
4.3+ Declaration of Trust of PWG Capital Trust I.....................
4.4+ Certificate of Trust of PWG Capital Trust I.....................
4.5+ Declaration of Trust of PWG Capital Trust II....................
4.6+ Certificate of Trust of PWG Capital Trust II....................
4.7+ Declaration of Trust of PWG Capital Trust III...................
4.8+ Certificate of Trust of PWG Capital Trust III...................
4.9+ Declaration of Trust of PWG Capital Trust IV....................
4.10+ Certificate of Trust of PWG Capital Trust IV....................
4.11++ Form of Amended and Restated Declaration of Trust for each of
PWG Capital Trust I, II, III and IV.............................
4.12++ Form of Preferred Security (included in Exhibit 4.11)...........
4.13++ Form of Supplemental Indenture to be used in connection with
issuance of Junior Subordinated Debt Securities and Preferred
Securities......................................................
4.14++ Form of Junior Subordinated Debt Security (included in Exhibit
4.13)...........................................................
4.15++ Form of Guarantee with respect to Preferred Securities..........
</TABLE>
<PAGE> 81
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
------- ---------------------------------------------------------------- -------------
<S> <C> <C>
5.1++ Opinion of Cravath, Swaine & Moore in respect of the legality of
the Junior Subordinated Debt Securities and Preferred Guarantees
registered hereunder, containing the consent of such counsel....
5.2++ Opinion of Richards, Layton & Finger in respect of the legality
of the Preferred Securities registered hereunder, containing the
consent of such counsel.........................................
5.3++ Opinion of Theodore A. Levine in respect of the legality of the
Senior Debt Securities and Subordinated Debt Securities
registered hereunder, containing the consent of such counsel....
8.1++ Opinion of Cravath, Swaine & Moore..............................
12.1 Computation of ratio of earnings to fixed charges and ratio of
earnings to combined fixed charges and preferred stock dividends
(incorporated by reference to Exhibits 12.1 and 12.2 to the
Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996)
23.1++ Consent of Cravath, Swaine & Moore (included in Exhibits 5.1 and
8.1)............................................................
23.2++ Consent of Richards, Layton & Finger (included in Exhibit
5.2)............................................................
23.3++ Consent of Theodore A. Levine (included in Exhibit 5.3).........
23.4+ Consent of Ernst & Young LLP....................................
24.1+ Powers of Attorney for directors and officers of PaineWebber
Group Inc. (set forth on the signature pages of this
Registration Statement).........................................
24.2+ Powers of Attorneys for PaineWebber Group, Inc., as sponsor, to
sign the Registration Statement on behalf of PWG Capital Trust
I, II, III and IV (included in Exhibits 4.3, 4.5, 4.7 and 4.9
respectively)...................................................
25.1+ Statement of Eligibility under the Trustee Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as Trustee, under
the Senior Indenture............................................
25.2+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, under the
Subordinated Indenture..........................................
25.3+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, under the
Junior Subordinated Indenture...................................
25.4+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, with
respect to the Amended and Restated Declaration of Trust of PWG
Capital Trust I.................................................
25.5+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, with
respect to the Amended and Restated Declaration of Trust of PWG
Capital Trust II................................................
25.6+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, with
respect to the Amended and Restated Declaration of Trust of PWG
Capital Trust III...............................................
25.7+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, with
respect to the Amended and Restated Declaration of Trust of PWG
Capital Trust IV................................................
25.8+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, under the
Preferred Securities Guarantee of the Company with respect to
the Preferred Securities of PWG Capital Trust I.................
</TABLE>
<PAGE> 82
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
------- ---------------------------------------------------------------- -------------
<S> <C> <C>
25.9+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, under the
Preferred Securities Guarantee of the Company with respect to
the Preferred Securities of PWG Capital Trust II................
25.10+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, under the
Preferred Securities Guarantee of the Company with respect to
the Preferred Securities of PWG Capital Trust III...............
25.11+ Statement of Eligibility under the Trust Indenture Act of 1939,
as amended, of The Chase Manhattan Bank, as Trustee, under the
Preferred Securities Guarantee of the Company with respect to
the Preferred Securities of PWG Capital Trust IV................
</TABLE>
- ---------------
* Incorporated by reference to the corresponding exhibit to Paine Webber Group
Inc.'s Registration Statement on Form S-3 (Registration No. 33-52695-01).
+ Filed herewith.
++ To be filed by amendment.
<PAGE> 1
EXHIBIT 4.3
DECLARATION OF TRUST, dated as of October 7, 1996, between
Paine Webber Group Inc., a Delaware corporation (the "Sponsor"), and The Chase
Manhattan Bank, a New York banking corporation, not in its individual capacity
but solely as trustee (the "Property Trustee"), Chase Manhattan Bank Delaware, a
Delaware banking corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee"), and Regina A. Dolan, Pierce R. Smith and
William J. Nolan, each not in her or his individual capacity but solely as
trustee (the Property Trustee, the Delaware Trustee and each such individual as
trustee, collectively, the "Trustees"). The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "PWG Capital
Trust I", in which name the Trustees, or the Sponsor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"),
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust in the office of the Secretary of State of the State of Delaware in the
form attached hereto. The Trust is hereby established by the Sponsor and the
Trustees for the purposes of (i) issuing preferred securities ("Preferred
Securities") representing undivided beneficial interests in the assets of the
Trust in exchange for cash and investing the proceeds thereof in junior
subordinated debentures of the Sponsor, (ii) issuing and selling common
securities ("Common Securities" and, together with the Preferred Securities,
"Trust Securities") representing undivided beneficial interests in the assets of
the Trust to the Sponsor in exchange for cash and investing the proceeds thereof
in additional junior subordinated debentures of the Sponsor and (iii) engaging
in such other activities as are necessary, convenient or incidental thereto.
<PAGE> 2
2
3. Concurrent with the first issuance of any Trust Securities
by the Trust, the Sponsor and the Trustees intend to enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the 1933 Act Registration Statement
referred to below at the time such registration statement becomes effective
under the Securities Act of 1933, as amended (the "Securities Act"), to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and the Common Securities referred to therein. Prior to
the execution and delivery of such amended and restated Declaration of Trust,
the Trustees shall not have any duty or obligation hereunder or with respect to
the trust estate, except as otherwise required by applicable law or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration of the
Preferred Securities under the Securities Act and (b) a Registration Statement
on Form 8-A (the "1934 Act Registration Statement") (including any pre-effective
or post-effective amendments thereto) relating to the registration of the
Preferred Securities under Section 12(b) of the Securities Exchange Act of 1934,
as amended; (ii) to prepare and file with the New York Stock Exchange and
execute, in each case on behalf of the Trust, a listing application and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the New York Stock Exchange; (iii) to prepare and file and execute, in
each case on behalf of the Trust, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to negotiate the terms of, and execute on behalf of the
Trust, an underwriting agreement among the Trust, the Sponsor and any
underwriter, dealer or agent relating to the Preferred Securities,
<PAGE> 3
3
substantially in the form included as an exhibit to the 1933 Act Registration
Statement at the time it becomes effective under the Securities Act. In the
event that any filing referred to in any of clauses (i)-(iii) above is required
by the rules and regulations of the Commission or the New York Stock Exchange or
state securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, Regina A. Dolan, Pierce R. Smith and William J. Nolan, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Chase Manhattan Bank and Chase Manhattan
Bank Delaware, in their capacities as Trustees of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission or the
New York Stock Exchange or state securities or blue sky laws. In connection with
all of the foregoing, the Sponsor and each Trustee, solely in its capacity as
Trustee of the Trust, hereby constitutes and appoints Donald B. Marron, Regina
A. Dolan, Pierce R. Smith and William J. Nolan, and each of them, his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for the Sponsor or such Trustee
and in the Sponsor's or such Trustee's name, place and stead, in any and all
capacities, to sign and file (i) any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement and any and all
amendments thereto filed pursuant to Rule 462(b) under the Securities Act with
the Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be five (5) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
<PAGE> 4
4
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than five (5); and provided, further, however, that to
the extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and meets any other requirements imposed by applicable law. Subject to
the foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon 30 days prior notice to the
Sponsor.
7. The Trust may terminate without issuing any Trust
Securities at the election of the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
PAINE WEBBER GROUP INC., as
Sponsor,
by
/s/ Pierce R. Smith
--------------------
Name: Pierce R. Smith,
Title: Treasurer
THE CHASE MANHATTAN BANK, not
in its individual capacity but
solely as Property Trustee,
by
/s/ L. O'Brien
-------------------------
Name: L. O'Brien
Title: Senior Trust Officer
<PAGE> 5
5
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity
but solely as Delaware
Trustee,
by
/s/ John J. Cashen
-----------------------------
Name: John J. Cashen
Title: Senior Trust Officer
/s/ Regina A. Dolan
-----------------------------
Regina A. Dolan,
not in her individual
capacity but solely as
Trustee
/s/ Pierce R. Smith
----------------------------
Pierce R. Smith,
not in his individual
capacity but solely as
Trustee
/s/ William J. Dolan
-----------------------------
William J. Dolan,
not in his individual
capacity but solely as
Trustee
<PAGE> 1
EXHIBIT 4.4
CERTIFICATE OF TRUST
OF
PWG CAPITAL TRUST I
THIS CERTIFICATE OF TRUST of PWG Capital Trust I (the
"Trust"), dated as of October 7, 1996, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
PWG Capital Trust I.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
is Chase Manhattan Bank Delaware, 1201 North Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon its filing in the office of the Secretary of State of the State
of Delaware.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.
<PAGE> 2
2
IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written.
CHASE MANHATTAN BANK DELAWARE, as
Delaware Trustee,
by
/s/ John J. Cashen
---------------------------------
Name: John J. Cashen
Title: Senior Trust Officer
THE CHASE MANHATTAN BANK, as
Property Trustee,
by
/s/ L. O'Brien
---------------------------------
Name: L. O'Brien
Title: Trust Officer
/s/ Regina A. Dolan
-------------------------------
Name: Regina A. Dolan,
as Trustee
/s/ Pierce R. Smith
---------------------------------
Name: Pierce R. Smith,
as Trustee
/s/ William J. Nolan
---------------------------------
Name: William J. Nolan,
as Trustee
<PAGE> 1
EXHIBIT 4.5
DECLARATION OF TRUST, dated as of October 7, 1996, between
Paine Webber Group Inc., a Delaware corporation (the "Sponsor"), and The Chase
Manhattan Bank, a New York banking corporation, not in its individual capacity
but solely as trustee (the "Property Trustee"), Chase Manhattan Bank Delaware, a
Delaware banking corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee"), and Regina A. Dolan, Pierce R. Smith and
William J. Nolan, each not in her or his individual capacity but solely as
trustee (the Property Trustee, the Delaware Trustee and each such individual as
trustee, collectively, the "Trustees"). The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "PWG Capital
Trust II", in which name the Trustees, or the Sponsor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"),
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust in the office of the Secretary of State of the State of Delaware in the
form attached hereto. The Trust is hereby established by the Sponsor and the
Trustees for the purposes of (i) issuing preferred securities ("Preferred
Securities") representing undivided beneficial interests in the assets of the
Trust in exchange for cash and investing the proceeds thereof in junior
subordinated debentures of the Sponsor, (ii) issuing and selling common
securities ("Common Securities" and, together with the Preferred Securities,
"Trust Securities") representing undivided beneficial interests in the assets of
the Trust to the Sponsor in exchange for cash and investing the proceeds thereof
in additional junior subordinated debentures of the Sponsor and (iii) engaging
in such other activities as are necessary, convenient or incidental thereto.
<PAGE> 2
2
3. Concurrent with the first issuance of any Trust Securities
by the Trust, the Sponsor and the Trustees intend to enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the 1933 Act Registration Statement
referred to below at the time such registration statement becomes effective
under the Securities Act of 1933, as amended (the "Securities Act"), to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and the Common Securities referred to therein. Prior to
the execution and delivery of such amended and restated Declaration of Trust,
the Trustees shall not have any duty or obligation hereunder or with respect to
the trust estate, except as otherwise required by applicable law or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration of the
Preferred Securities under the Securities Act and (b) a Registration Statement
on Form 8-A (the "1934 Act Registration Statement") (including any pre-effective
or post-effective amendments thereto) relating to the registration of the
Preferred Securities under Section 12(b) of the Securities Exchange Act of 1934,
as amended; (ii) to prepare and file with the New York Stock Exchange and
execute, in each case on behalf of the Trust, a listing application and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the New York Stock Exchange; (iii) to prepare and file and execute, in
each case on behalf of the Trust, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to negotiate the terms of, and execute on behalf of the
Trust, an underwriting agreement among the Trust, the Sponsor and any
underwriter, dealer or agent relating to the Preferred Securities,
<PAGE> 3
3
substantially in the form included as an exhibit to the 1933 Act Registration
Statement at the time it becomes effective under the Securities Act. In the
event that any filing referred to in any of clauses (i)-(iii) above is required
by the rules and regulations of the Commission or the New York Stock Exchange or
state securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, Regina A. Dolan, Pierce R. Smith and William J. Nolan, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Chase Manhattan Bank and Chase Manhattan
Bank Delaware, in their capacities as Trustees of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission or the
New York Stock Exchange or state securities or blue sky laws. In connection with
all of the foregoing, the Sponsor and each Trustee, solely in its capacity as
Trustee of the Trust, hereby constitutes and appoints Donald B. Marron, Regina
A. Dolan, Pierce R. Smith and William J. Nolan, and each of them, his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for the Sponsor or such Trustee
and in the Sponsor's or such Trustee's name, place and stead, in any and all
capacities, to sign and file (i) any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement and any and all
amendments thereto filed pursuant to Rule 462(b) under the Securities Act with
the Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be five (5) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
<PAGE> 4
4
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than five (5); and provided, further, however, that to
the extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and meets any other requirements imposed by applicable law. Subject to
the foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon 30 days prior notice to the
Sponsor.
7. The Trust may terminate without issuing any Trust
Securities at the election of the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
PAINE WEBBER GROUP INC., as
Sponsor,
by
/s/ Pierce R. Smith
--------------------------
Name: Pierce R. Smith
Title: Treasurer
THE CHASE MANHATTAN BANK, not
in its individual capacity but
solely as Property Trustee,
by
/s/ L. O'Brien
---------------------------
Name: L. O'Brien
Title: Senior Trust Officer
<PAGE> 5
5
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity
but solely as Delaware
Trustee,
by
/s/ John J. Cashen
----------------------------
Name: John J. Cashen
Title: Senior Trust Officer
/s/ Regina A. Dolan
----------------------------
Regina A. Dolan,
not in her individual
capacity but solely as
Trustee
/s/ Pierce R. Smith
----------------------------
Pierce R. Smith,
not in his individual
capacity but solely as
Trustee
/s/ William J. Dolan
----------------------------
William J. Dolan,
not in his individual
capacity but solely as
Trustee
<PAGE> 1
EXHIBIT 4.6
CERTIFICATE OF TRUST
OF
PWG CAPITAL TRUST II
THIS CERTIFICATE OF TRUST of PWG Capital Trust II (the
"Trust"), dated as of October 7, 1996, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
PWG Capital Trust II.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
is Chase Manhattan Bank Delaware, 1201 North Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon its filing in the office of the Secretary of State of the State
of Delaware.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.
<PAGE> 2
2
IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written.
CHASE MANHATTAN BANK DELAWARE, as
Delaware Trustee,
by
/s/ John J. Cashen
-----------------------------------
Name: John J. Cashen
Title: Senior Trust Officer
THE CHASE MANHATTAN BANK, as
Property Trustee,
by
/s/ L. O'Brien
-----------------------------------
Name: L. O'Brien
Title: Trust Officer
/s/ Regina A. Dolan
-----------------------------------
Name: Regina A. Dolan,
as Trustee
/s/ Pierce R. Smith
-----------------------------------
Name: Pierce R. Smith,
as Trustee
/s/ William J. Nolan
-----------------------------------
Name: William J. Nolan,
as Trustee
<PAGE> 1
EXHIBIT 4.7
DECLARATION OF TRUST, dated as of October 7, 1996, between
Paine Webber Group Inc., a Delaware corporation (the "Sponsor"), and The Chase
Manhattan Bank, a New York banking corporation, not in its individual capacity
but solely as trustee (the "Property Trustee"), Chase Manhattan Bank Delaware, a
Delaware banking corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee"), and Regina A. Dolan, Pierce R. Smith and
William J. Nolan, each not in her or his individual capacity but solely as
trustee (the Property Trustee, the Delaware Trustee and each such individual as
trustee, collectively, the "Trustees"). The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "PWG Capital
Trust III", in which name the Trustees, or the Sponsor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"),
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust in the office of the Secretary of State of the State of Delaware in the
form attached hereto. The Trust is hereby established by the Sponsor and the
Trustees for the purposes of (i) issuing preferred securities ("Preferred
Securities") representing undivided beneficial interests in the assets of the
Trust in exchange for cash and investing the proceeds thereof in junior
subordinated debentures of the Sponsor, (ii) issuing and selling common
securities ("Common Securities" and, together with the Preferred Securities,
"Trust Securities") representing undivided beneficial interests in the assets of
the Trust to the Sponsor in exchange for cash and investing the proceeds thereof
in additional junior subordinated debentures of the Sponsor and (iii) engaging
in such other activities as are necessary, convenient or incidental thereto.
<PAGE> 2
2
3. Concurrent with the first issuance of any Trust Securities
by the Trust, the Sponsor and the Trustees intend to enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the 1933 Act Registration Statement
referred to below at the time such registration statement becomes effective
under the Securities Act of 1933, as amended (the "Securities Act"), to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and the Common Securities referred to therein. Prior to
the execution and delivery of such amended and restated Declaration of Trust,
the Trustees shall not have any duty or obligation hereunder or with respect to
the trust estate, except as otherwise required by applicable law or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration of the
Preferred Securities under the Securities Act and (b) a Registration Statement
on Form 8-A (the "1934 Act Registration Statement") (including any pre-effective
or post-effective amendments thereto) relating to the registration of the
Preferred Securities under Section 12(b) of the Securities Exchange Act of 1934,
as amended; (ii) to prepare and file with the New York Stock Exchange and
execute, in each case on behalf of the Trust, a listing application and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the New York Stock Exchange; (iii) to prepare and file and execute, in
each case on behalf of the Trust, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to negotiate the terms of, and execute on behalf of the
Trust, an underwriting agreement among the Trust, the Sponsor and any
underwriter, dealer or agent relating to the Preferred Securities,
<PAGE> 3
3
substantially in the form included as an exhibit to the 1933 Act Registration
Statement at the time it becomes effective under the Securities Act. In the
event that any filing referred to in any of clauses (i)-(iii) above is required
by the rules and regulations of the Commission or the New York Stock Exchange or
state securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, Regina A. Dolan, Pierce R. Smith and William J. Nolan, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Chase Manhattan Bank and Chase Manhattan
Bank Delaware, in their capacities as Trustees of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission or the
New York Stock Exchange or state securities or blue sky laws. In connection with
all of the foregoing, the Sponsor and each Trustee, solely in its capacity as
Trustee of the Trust, hereby constitutes and appoints Donald B. Marron, Regina
A. Dolan, Pierce R. Smith and William J. Nolan, and each of them, his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for the Sponsor or such Trustee
and in the Sponsor's or such Trustee's name, place and stead, in any and all
capacities, to sign and file (i) any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement and any and all
amendments thereto filed pursuant to Rule 462(b) under the Securities Act with
the Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Declaration of Trust may be executed in
one or more counterparts.
6. The number of Trustees initially shall be five (5) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
<PAGE> 4
4
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than five (5); and provided, further, however, that to
the extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and meets any other requirements imposed by applicable law. Subject to
the foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon 30 days prior notice to the
Sponsor.
7. The Trust may terminate without issuing any Trust
Securities at the election of the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
PAINE WEBBER GROUP INC., as
Sponsor,
by
/s/ Pierce R. Smith
-----------------------------
Name: Pierce R. Smith
Title: Treasurer
THE CHASE MANHATTAN BANK, not
in its individual capacity but
solely as Property Trustee,
by
/s/ L. O'Brien
-----------------------------
Name: L. O'Brien
Title: Senior Trust Officer
<PAGE> 5
5
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity
but solely as Delaware
Trustee,
by
/s/ John J. Cashen
---------------------------
Name: John J. Cashen
Title: Senior Trust Officer
/s/ Regina A. Dolan
---------------------------
Regina A. Dolan,
not in her individual
capacity but solely as
Trustee
/s/ Pierce R. Smith
---------------------------
Pierce R. Smith,
not in his individual
capacity but solely as
Trustee
/s/ William J. Dolan
---------------------------
William J. Dolan,
not in his individual
capacity but solely as
Trustee
<PAGE> 1
EXHIBIT 4.8
CERTIFICATE OF TRUST
OF
PWG CAPITAL TRUST III
THIS CERTIFICATE OF TRUST of PWG Capital Trust III (the
"Trust"), dated as of October 7, 1996, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
PWG Capital Trust III.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
is Chase Manhattan Bank Delaware, 1201 North Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon its filing in the office of the Secretary of State of the State
of Delaware.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.
<PAGE> 2
2
IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written.
CHASE MANHATTAN BANK DELAWARE, as
Delaware Trustee,
by
/s/ John J. Cashen
----------------------------
Name: John J. Cashen
Title: Senior Trust Officer
THE CHASE MANHATTAN BANK, as
Property Trustee,
by
/s/ L. O'Brien
----------------------------
Name: L. O'Brien
Title: Trust Officer
/s/ Regina A. Dolan
----------------------------
Name: Regina A. Dolan,
as Trustee
/s/ Pierce R. Smith
----------------------------
Name: Pierce R. Smith,
as Trustee
/s/ William J. Nolan
----------------------------
Name: William J. Nolan,
as Trustee
<PAGE> 1
EXHIBIT 4.9
DECLARATION OF TRUST, dated as of October 7, 1996, between
Paine Webber Group Inc., a Delaware corporation (the "Sponsor"), and The Chase
Manhattan Bank, a New York banking corporation, not in its individual capacity
but solely as trustee (the "Property Trustee"), Chase Manhattan Bank Delaware, a
Delaware banking corporation, not in its individual capacity but solely as
trustee (the "Delaware Trustee"), and Regina A. Dolan, Pierce R. Smith and
William J. Nolan, each not in her or his individual capacity but solely as
trustee (the Property Trustee, the Delaware Trustee and each such individual as
trustee, collectively, the "Trustees"). The Sponsor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "PWG Capital
Trust IV", in which name the Trustees, or the Sponsor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Sponsor, which amount shall constitute the initial
trust estate. The Trustees hereby declare that they will hold the trust estate
in trust for the Sponsor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. Code Section 3801 et seq. (the "Business Trust Act"),
and that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust in the office of the Secretary of State of the State of Delaware in the
form attached hereto. The Trust is hereby established by the Sponsor and the
Trustees for the purposes of (i) issuing preferred securities ("Preferred
Securities") representing undivided beneficial interests in the assets of the
Trust in exchange for cash and investing the proceeds thereof in junior
subordinated debentures of the Sponsor, (ii) issuing and selling common
securities ("Common Securities" and, together with the Preferred Securities,
"Trust Securities") representing undivided beneficial interests in the assets of
the Trust to the Sponsor in exchange for cash and investing the proceeds thereof
in additional junior subordinated debentures of the Sponsor and (iii) engaging
in such other activities as are necessary, convenient or incidental thereto.
<PAGE> 2
2
3. Concurrent with the first issuance of any Trust Securities
by the Trust, the Sponsor and the Trustees intend to enter into an amended and
restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the 1933 Act Registration Statement
referred to below at the time such registration statement becomes effective
under the Securities Act of 1933, as amended (the "Securities Act"), to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and the Common Securities referred to therein. Prior to
the execution and delivery of such amended and restated Declaration of Trust,
the Trustees shall not have any duty or obligation hereunder or with respect to
the trust estate, except as otherwise required by applicable law or as may be
necessary to obtain, prior to such execution and delivery, any licenses,
consents or approvals required by applicable law or otherwise.
4. The Sponsor and the Trustees hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to prepare and file with the
Securities and Exchange Commission (the "Commission") and execute, in each case
on behalf of the Trust, (a) a Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration of the
Preferred Securities under the Securities Act and (b) a Registration Statement
on Form 8-A (the "1934 Act Registration Statement") (including any pre-effective
or post-effective amendments thereto) relating to the registration of the
Preferred Securities under Section 12(b) of the Securities Exchange Act of 1934,
as amended; (ii) to prepare and file with the New York Stock Exchange and
execute, in each case on behalf of the Trust, a listing application and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the New York Stock Exchange; (iii) to prepare and file and execute, in
each case on behalf of the Trust, such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and other
papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or "blue sky" laws of such
jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or
desirable; and (iv) to negotiate the terms of, and execute on behalf of the
Trust, an underwriting agreement among the Trust, the Sponsor and any
underwriter, dealer or agent relating to the Preferred Securities,
<PAGE> 3
3
substantially in the form included as an exhibit to the 1933 Act Registration
Statement at the time it becomes effective under the Securities Act. In the
event that any filing referred to in any of clauses (i)-(iii) above is required
by the rules and regulations of the Commission or the New York Stock Exchange or
state securities or blue sky laws, to be executed on behalf of the Trust by the
Trustees, Regina A. Dolan, Pierce R. Smith and William J. Nolan, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that The Chase Manhattan Bank and Chase Manhattan
Bank Delaware, in their capacities as Trustees of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission or the
New York Stock Exchange or state securities or blue sky laws. In connection with
all of the foregoing, the Sponsor and each Trustee, solely in its capacity as
Trustee of the Trust, hereby constitutes and appoints Donald B. Marron, Regina
A. Dolan, Pierce R. Smith and William J. Nolan, and each of them, his, her or
its, as the case may be, true and lawful attorneys-in-fact, and agents, with
full power of substitution and resubstitution, for the Sponsor or such Trustee
and in the Sponsor's or such Trustee's name, place and stead, in any and all
capacities, to sign and file (i) any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement with all exhibits thereto, and other documents in
connection therewith, and (ii) a registration statement and any and all
amendments thereto filed pursuant to Rule 462(b) under the Securities Act with
the Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as the
Sponsor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, shall do or cause to be done by virtue
hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be five (5) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase or
<PAGE> 4
4
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than five (5); and provided, further, however, that to
the extent required by the Business Trust Act, one Trustee shall either be a
natural person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and meets any other requirements imposed by applicable law. Subject to
the foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. Any Trustee may resign upon 30 days prior notice to the
Sponsor.
7. The Trust may terminate without issuing any Trust
Securities at the election of the Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
PAINE WEBBER GROUP INC., as
Sponsor,
by
/s/ Pierce R. Smith
---------------------------
Name: Pierce R. Smith
Title: Treasurer
THE CHASE MANHATTAN BANK, not
in its individual capacity but
solely as Property Trustee,
by
/s/ L. O'Brien
Name: L. O'Brien
Title: Senior Trust Officer
<PAGE> 5
5
CHASE MANHATTAN BANK DELAWARE,
not in its individual capacity
but solely as Delaware
Trustee,
by
/s/ John J. Cashen
---------------------------
Name: John J. Cashen
Title: Senior Trust Officer
/s/ Regina A. Dolan
---------------------------
Regina A. Dolan,
not in her individual
capacity but solely as
Trustee
/s/ Pierce R. Smith
---------------------------
Pierce R. Smith,
not in his individual
capacity but solely as
Trustee
/s/ William J. Dolan
---------------------------
William J. Dolan,
not in his individual
capacity but solely as
Trustee
<PAGE> 1
EXHIBIT 4.10
CERTIFICATE OF TRUST
OF
PWG CAPITAL TRUST IV
THIS CERTIFICATE OF TRUST of PWG Capital Trust IV (the
"Trust"), dated as of October 7, 1996, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. Code Section 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
PWG Capital Trust IV.
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
is Chase Manhattan Bank Delaware, 1201 North Market Street, Wilmington, Delaware
19801.
3. Effective Date. This Certificate of Trust shall be
effective upon its filing in the office of the Secretary of State of the State
of Delaware.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.
<PAGE> 2
2
IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written.
CHASE MANHATTAN BANK DELAWARE, as
Delaware Trustee,
by
/s/ John J. Cashen
-----------------------------
Name: John J. Cashen
Title: Senior Trust Officer
THE CHASE MANHATTAN BANK, as
Property Trustee,
by
/s/ L. O'Brien
-----------------------------
Name: L. O'Brien
Title: Trust Officer
/s/ Regina A. Dolan
-----------------------------
Name: Regina A. Dolan,
as Trustee
/s/ Pierce R. Smith
-----------------------------
Name: Pierce R. Smith,
as Trustee
/s/ William J. Nolan
-----------------------------
Name: William J. Nolan,
as Trustee
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and the related Prospectuses of Paine
Webber Group Inc. and PWG Capital Trusts I, II, III, and IV for the registration
of $500,000,000 of Senior Debt Securities, Subordinated Debt Securities and
Junior Subordinated Debt Securities of Paine Webber Group Inc., Preferred
Securities of PWG Capital Trusts I, II, III and IV and Guarantees of Preferred
Securities of PWG Capital Trusts I, II, III and IV by Paine Webber Group Inc.,
and to the incorporation by reference therein of our report dated January 31,
1996, with respect to the consolidated financial statements and schedules of
Paine Webber Group Inc. included or incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
New York, New York
October 9, 1996
<PAGE> 1
EXHIBIT 25.1
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
SENIOR DEBT SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/ L. O'Brien
---------------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 4,167
Interest-bearing balances ................................... 5,094
Securities:
Held to maturity securities .................................... 3,367
Available for sale securities .................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .......................................... 7,204
Securities purchased under agreements to resell ............. 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve 75
-------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 65,372
Trading Assets ................................................. 28,610
Premises and fixed assets (including capitalized
leases) ..................................................... 1,326
Other real estate owned ........................................ 26
Investments in unconsolidated subsidiaries and
associated companies ........................................ 68
Customer's liability to this bank on acceptances
outstanding ................................................. 995
Intangible assets .............................................. 309
Other assets ................................................... 6,993
--------
TOTAL ASSETS ................................................... $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ......................................... $ 46,917
Noninterest-bearing .......................... $ 16,711
Interest-bearing ............................. 30,206
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................... 31,577
Noninterest-bearing .......................... $ 2,197
Interest-bearing ............................. 29,380
---------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ..................................... 12,155
Securities sold under agreements to repurchase .............. 8,536
Demand notes issued to the U.S. Treasury ....................... 1,000
Trading liabilities ............................................ 20,914
Other Borrowed money:
With a remaining maturity of one year or less ............... 10,018
With a remaining maturity of more than one year ............. 192
Mortgage indebtedness and obligations under capitalized
leases ...................................................... 12
Bank's liability on acceptances executed and outstanding ....... 1,001
Subordinated notes and debentures .............................. 3,411
Other liabilities .............................................. 8,091
TOTAL LIABILITIES .............................................. 143,824
---------
EQUITY CAPITAL
Common stock ................................................... 620
Surplus ........................................................ 4,664
Undivided profits and capital reserves ......................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................... (633)
Cumulative foreign currency translation adjustments ............ 8
TOTAL EQUITY CAPITAL ........................................... 7,629
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .................................... $ 151,453
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.2
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
--------------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 4,167
Interest-bearing balances ................................... 5,094
Securities:
Held to maturity securities .................................... 3,367
Available for sale securities .................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .......................................... 7,204
Securities purchased under agreements to resell ............. 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve 75
-------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 65,372
Trading Assets ................................................. 28,610
Premises and fixed assets (including capitalized
leases) ..................................................... 1,326
Other real estate owned ........................................ 26
Investments in unconsolidated subsidiaries and
associated companies ........................................ 68
Customer's liability to this bank on acceptances
outstanding ................................................. 995
Intangible assets .............................................. 309
Other assets ................................................... 6,993
--------
TOTAL ASSETS ................................................... $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ......................................... $ 46,917
Noninterest-bearing .......................... $ 16,711
Interest-bearing ............................. 30,206
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................... 31,577
Noninterest-bearing .......................... $ 2,197
Interest-bearing ............................. 29,380
---------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ..................................... 12,155
Securities sold under agreements to repurchase .............. 8,536
Demand notes issued to the U.S. Treasury ....................... 1,000
Trading liabilities ............................................ 20,914
Other Borrowed money:
With a remaining maturity of one year or less ............... 10,018
With a remaining maturity of more than one year ............. 192
Mortgage indebtedness and obligations under capitalized
leases ...................................................... 12
Bank's liability on acceptances executed and outstanding ....... 1,001
Subordinated notes and debentures .............................. 3,411
Other liabilities .............................................. 8,091
TOTAL LIABILITIES .............................................. 143,824
---------
EQUITY CAPITAL
Common stock ................................................... 620
Surplus ........................................................ 4,664
Undivided profits and capital reserves ......................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................... (633)
Cumulative foreign currency translation adjustments ............ 8
TOTAL EQUITY CAPITAL ........................................... 7,629
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .................................... $ 151,453
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.3
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
JUNIOR SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a)Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b)Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
-----------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 4,167
Interest-bearing balances ................................... 5,094
Securities:
Held to maturity securities .................................... 3,367
Available for sale securities .................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .......................................... 7,204
Securities purchased under agreements to resell ............. 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve 75
-------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 65,372
Trading Assets ................................................. 28,610
Premises and fixed assets (including capitalized
leases) ..................................................... 1,326
Other real estate owned ........................................ 26
Investments in unconsolidated subsidiaries and
associated companies ........................................ 68
Customer's liability to this bank on acceptances
outstanding ................................................. 995
Intangible assets .............................................. 309
Other assets ................................................... 6,993
--------
TOTAL ASSETS ................................................... $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ......................................... $ 46,917
Noninterest-bearing .......................... $ 16,711
Interest-bearing ............................. 30,206
---------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................... 31,577
Noninterest-bearing .......................... $ 2,197
Interest-bearing ............................. 29,380
---------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ..................................... 12,155
Securities sold under agreements to repurchase .............. 8,536
Demand notes issued to the U.S. Treasury ....................... 1,000
Trading liabilities ............................................ 20,914
Other Borrowed money:
With a remaining maturity of one year or less ............... 10,018
With a remaining maturity of more than one year ............. 192
Mortgage indebtedness and obligations under capitalized
leases ...................................................... 12
Bank's liability on acceptances executed and outstanding ....... 1,001
Subordinated notes and debentures .............................. 3,411
Other liabilities .............................................. 8,091
TOTAL LIABILITIES .............................................. 143,824
---------
EQUITY CAPITAL
Common stock ................................................... 620
Surplus ........................................................ 4,664
Undivided profits and capital reserves ......................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................... (633)
Cumulative foreign currency translation adjustments ............ 8
TOTAL EQUITY CAPITAL ........................................... 7,629
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .................................... $ 151,453
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.4
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PWG CAPITAL TRUST I
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110. Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. Federal Deposit Insurance Corporation,
Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
- 2 -
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/ L. O'Brien
--------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets ........................................................... 28,610
Premises and fixed assets (including capitalized leases).................. 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets 6,993
TOTAL ASSETS $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing ............................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ............................. 192
Mortgage indebtedness and obligations under capitalized leases............... 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES ........................................................... 143,824
-------
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ (633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.5
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PWG CAPITAL TRUST II
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. Federal Deposit Insurance Corporation,
Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/ L. O'Brien
--------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets............................................................ 28,610
Premises and fixed assets (including capitalized
leases)................................................................... 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets 6,993
TOTAL ASSETS $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing ............................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ............................. 192
Mortgage indebtedness and obligations under capitalized
leases.................................................................. 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES............................................................ 143,824
--------
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ .(633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
Exhibit 25.6
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PWG CAPITAL TRUST III
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers. Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation. None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
----------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets............................................................ 28,610
Premises and fixed assets (including capitalized
leases)................................................................... 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets 6,993
TOTAL ASSETS $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing ............................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ............................. 192
Mortgage indebtedness and obligations under capitalized
leases
. ........................................................................... 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES
143,824
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ (633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
Exhibit 25.7
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PWG CAPITAL TRUST IV
(Exact name of obligor as specified in its charter)
DELAWARE APPLIED FOR
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation. None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
---------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income............................. $ 67,215
Less: Allowance for loan and lease losses............................ 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets............................................................ 28,610
Premises and fixed assets (including capitalized
leases)................................................................... 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets.............................................................. 6,993
TOTAL ASSETS.............................................................. $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing .................................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ........................ 192
Mortgage indebtedness and obligations under capitalized
leases.................................................................. 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES............................................................ 143,824
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ (633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
Exhibit 25.8
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES GUARANTEE
(PWG CAPITAL TRUST I)
(Title of the Indenture Securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
--------------------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets 28,610
Premises and fixed assets (including capitalized
leases)................................................................... 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets 6,993
TOTAL ASSETS $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing ............................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ........................ 192
Mortgage indebtedness and obligations under capitalized
leases ................................................................. 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES
143,824
-------
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ .(633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.9
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES GUARANTEE
(PWG CAPITAL TRUST II)
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By
/s/ L. O'Brien
---------------------------
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $ 67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets............................................................ 28,610
Premises and fixed assets (including capitalized leases).................. 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets.............................................................. 6,993
TOTAL ASSETS.............................................................. $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing ............................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ............................. 192
Mortgage indebtedness and obligations under capitalized leases .............. 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES
143,824
--------
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................................ (633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.10
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES GUARANTEE
PWG CAPITAL TRUST III
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
-------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income............................. $ 67,215
Less: Allowance for loan and lease losses............................ 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets............................................................ 28,610
Premises and fixed assets (including capitalized
leases)................................................................... 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets 6,993
TOTAL ASSETS $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing .................................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ........................ 192
Mortgage indebtedness and obligations under capitalized
leases.................................................................. 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES
143,824
--------
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses)........................................
on available-for-sale securities ............................................ (633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
<PAGE> 1
EXHIBIT 25.11
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
PAINE WEBBER GROUP INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-2760086
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(Address of principal executive offices) (Zip Code)
-------------------------------------------
PREFERRED TRUST SECURITIES GUARANTEE
(PWG CAPITAL TRUST IV)
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 30TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/L. O'Brien
-------------------------
L. O'Brien
Senior Trust Officer
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................... $ 4,167
Interest-bearing balances............................................ 5,094
Securities:
Held to maturity securities............................................... 3,367
Available for sale securities............................................. 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .................................................. 7,204
Securities purchased under agreements to resell...................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income............................. $ 67,215
Less: Allowance for loan and lease losses............................ 1,768
Less: Allocated transfer risk reserve................................ 75
--------
Loans and leases, net of unearned income,
allowance, and reserve............................................... 65,372
Trading Assets............................................................ 28,610
Premises and fixed assets (including capitalized
leases)................................................................... 1,326
Other real estate owned................................................... 26
Investments in unconsolidated subsidiaries and
associated companies................................................. 68
Customer's liability to this bank on acceptances
outstanding.......................................................... 995
Intangible assets......................................................... 309
Other assets.............................................................. 6,993
TOTAL ASSETS.............................................................. $151,453
========
</TABLE>
- 4 -
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C> <C>
Deposits
In domestic offices .................................................... $ 46,917
Noninterest-bearing .................................................... $ 16,711
Interest-bearing ....................................................... 30,206
In foreign offices, Edge and Agreement subsidiaries, --------
and IBF's .............................................................. 31,577
Noninterest-bearing ............................................... $ 2,197
Interest-bearing ....................................................... 29,380
--------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................ 12,155
Securities sold under agreements to repurchase ......................... 8,536
Demand notes issued to the U.S. Treasury .................................... 1,000
Trading liabilities.......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less .......................... 10,018
With a remaining maturity of more than one year ............................. 192
Mortgage indebtedness and obligations under capitalized
leases.................................................................. 12
Bank's liability on acceptances executed and outstanding .................... 1,001
Subordinated notes and debentures ........................................... 3,411
Other liabilities............................................................ 8,091
TOTAL LIABILITIES 143,824
--------
EQUITY CAPITAL
Common stock................................................................. 620
Surplus...................................................................... 4,664
Undivided profits and capital reserves ...................................... 2,970
Net unrealized holding gains (Losses) on available-for-sale securities ...... (633)
Cumulative foreign currency translation adjustments ......................... 8
TOTAL EQUITY CAPITAL ........................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
